Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 03, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Valeant Pharmaceuticals International, Inc. | |
Entity Central Index Key | 885,590 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 348,521,288 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,214 | $ 542 |
Restricted cash | 811 | 0 |
Trade receivables, net | 2,096 | 2,517 |
Inventories, net | 1,084 | 1,061 |
Current assets held for sale | 77 | 261 |
Prepaid expenses and other current assets | 710 | 696 |
Total current assets | 5,992 | 5,077 |
Property, plant and equipment, net | 1,373 | 1,312 |
Intangible assets, net | 17,516 | 18,884 |
Goodwill | 15,892 | 15,794 |
Deferred tax assets, net | 140 | 146 |
Non-current assets held for sale | 709 | 2,132 |
Other non-current assets | 111 | 184 |
Total assets | 41,733 | 43,529 |
Current liabilities: | ||
Accounts payable | 371 | 324 |
Accrued and other current liabilities | 3,259 | 3,227 |
Current liabilities held for sale | 22 | 57 |
Current portion of long-term debt and other | 813 | 1 |
Total current liabilities | 4,465 | 3,609 |
Acquisition-related contingent consideration | 755 | 840 |
Non-current portion of long-term debt | 27,648 | 29,845 |
Pension and other benefit liabilities | 201 | 195 |
Liabilities for uncertain tax positions | 258 | 184 |
Deferred tax liabilities, net | 4,273 | 5,434 |
Non-current liabilities held for sale | 0 | 57 |
Other non-current liabilities | 104 | 107 |
Total liabilities | 37,704 | 40,271 |
Commitments and contingencies | ||
Equity | ||
Common shares, no par value, unlimited shares authorized, 348,516,280 and 347,821,606 issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 10,085 | 10,038 |
Additional paid-in capital | 350 | 351 |
Accumulated deficit | (4,539) | (5,129) |
Accumulated other comprehensive loss | (1,965) | (2,108) |
Total Valeant Pharmaceuticals International, Inc. shareholders’ equity | 3,931 | 3,152 |
Noncontrolling interest | 98 | 106 |
Total equity | 4,029 | 3,258 |
Total liabilities and equity | $ 41,733 | $ 43,529 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, no par value (in usd per share) | $ 0 | $ 0 |
Common stock, shares issued (in shares) | 348,516,280 | 347,821,606 |
Common stock, shares outstanding (in shares) | 348,516,280 | 347,821,606 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||||
Product sales | $ 2,200 | $ 2,389 | $ 4,276 | $ 4,725 |
Other revenues | 33 | 31 | 66 | 67 |
Total revenues | 2,233 | 2,420 | 4,342 | 4,792 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) | 635 | 648 | 1,219 | 1,268 |
Cost of other revenues | 11 | 10 | 23 | 20 |
Selling, general and administrative | 659 | 671 | 1,320 | 1,484 |
Research and development | 94 | 124 | 190 | 227 |
Amortization of intangible assets | 623 | 673 | 1,258 | 1,351 |
Asset impairments | 85 | 230 | 223 | 246 |
Restructuring and integration costs | 18 | 20 | 36 | 58 |
Acquired in-process research and development costs | 1 | 2 | 5 | 3 |
Acquisition-related contingent consideration | (49) | 7 | (59) | 9 |
Other income, net | (19) | (46) | (259) | (21) |
Total expenses | 2,058 | 2,339 | 3,956 | 4,645 |
Operating income | 175 | 81 | 386 | 147 |
Interest income | 3 | 2 | 6 | 3 |
Interest expense | (459) | (472) | (933) | (899) |
Loss on extinguishment of debt | 0 | 0 | (64) | 0 |
Foreign exchange and other | 39 | 12 | 68 | 6 |
Loss before recovery of income taxes | (242) | (377) | (537) | (743) |
Recovery of income taxes | (205) | (73) | (1,129) | (66) |
Net (loss) income | (37) | (304) | 592 | (677) |
Less: Net income (loss) attributable to noncontrolling interest | 1 | (2) | 2 | (1) |
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | $ (38) | $ (302) | $ 590 | $ (676) |
(Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc.: | ||||
Basic (in usd per share) | $ (0.11) | $ (0.88) | $ 1.69 | $ (1.96) |
Diluted (in usd per share) | $ (0.11) | $ (0.88) | $ 1.68 | $ (1.96) |
Weighted-average common shares | ||||
Basic (in shares) | 350.1 | 345 | 350 | 344.9 |
Diluted (in shares) | 350.1 | 345 | 350.9 | 344.9 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (37) | $ (304) | $ 592 | $ (677) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 56 | (97) | 146 | (33) |
Pension and postretirement benefit plan adjustments, net of tax | 0 | 0 | (1) | (1) |
Other comprehensive income (loss) | 56 | (97) | 145 | (34) |
Comprehensive income (loss) | 19 | (401) | 737 | (711) |
Less: Comprehensive loss attributable to noncontrolling interest | (1) | (4) | (2) | (3) |
Comprehensive income (loss) attributable to Valeant Pharmaceuticals International, Inc. | $ 20 | $ (397) | $ 739 | $ (708) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows From Operating Activities | ||
Net (loss) income | $ 592 | $ (677) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 1,341 | 1,451 |
Amortization and write-off of debt discounts and debt issuance costs | 66 | 57 |
Asset impairments | 223 | 246 |
Acquisition accounting adjustment on inventory sold | 0 | 36 |
Gain on disposals of assets and businesses, net | (367) | (11) |
Acquisition-related contingent consideration | (59) | 9 |
Allowances for losses on trade receivable and inventories | 48 | 52 |
Deferred income taxes | (1,207) | (165) |
Additions (reduction) to accrued legal settlements | 109 | (33) |
Insurance proceeds for legal settlement | 20 | 0 |
Payments of accrued legal settlements | (213) | (51) |
Loss on deconsolidation | 0 | 18 |
Share-based compensation | 51 | 97 |
Foreign exchange gain | (70) | (16) |
Loss on extinguishment of debt | 64 | 0 |
Payment of contingent consideration adjustments, including accretion | (2) | (8) |
Other | (2) | (9) |
Changes in operating assets and liabilities: | ||
Trade receivables | 452 | (43) |
Inventories | 0 | (145) |
Prepaid expenses and other current assets | 20 | 162 |
Accounts payable, accrued and other liabilities | 156 | 35 |
Net cash provided by operating activities | 1,222 | 1,005 |
Cash Flows From Investing Activities | ||
Acquisition of businesses, net of cash acquired | 0 | (19) |
Acquisition of intangible assets and other assets | (141) | (10) |
Purchases of property, plant and equipment | (75) | (128) |
Reduction of cash due to deconsolidation | 0 | (30) |
Purchases of marketable securities | (1) | (1) |
Proceeds from sale of marketable securities | 1 | 15 |
Proceeds from sale of assets and businesses, net of costs to sell | 2,144 | 111 |
Net cash provided by (used in) investing activities | 1,928 | (62) |
Cash Flows From Financing Activities | ||
Issuance of long-term debt, net of discount | 6,232 | 1,220 |
Repayments of long-term debt | (7,839) | (1,273) |
Borrowings of short-term debt | 0 | 2 |
Repayments of short-term debt | (7) | (2) |
Proceeds from exercise of stock options | 0 | 1 |
Payment of employee withholding tax upon vesting of share-based awards | (3) | (7) |
Payments of contingent consideration | (25) | (44) |
Payments of deferred consideration | 0 | (516) |
Payments of financing costs | (39) | (65) |
Other | (10) | (7) |
Net cash used in financing activities | (1,691) | (691) |
Effect of exchange rate changes on cash and cash equivalents | 24 | 3 |
Net increase in cash, cash equivalents and restricted cash | 1,483 | 255 |
Cash, cash equivalents and restricted cash, beginning of period | 542 | 597 |
Cash, cash equivalents and restricted cash, end of period | 2,025 | 852 |
Cash, cash equivalents and restricted cash, end of period | $ 542 | $ 597 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Valeant Pharmaceuticals International, Inc. (the “Company”) is a multinational, specialty pharmaceutical and medical device company, continued under the laws of the Province of British Columbia, that develops, manufactures, and markets a broad range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products, and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment, and aesthetics devices) which are marketed directly or indirectly in over 100 countries. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying unaudited consolidated financial statements have been prepared by the Company in United States dollars and in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these notes to the unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the U.S. Securities and Exchange Commission (the “SEC”). The unaudited consolidated financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited consolidated financial statements for the year ended December 31, 2016 . The unaudited consolidated financial statements reflect all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted. Principles of Consolidation The unaudited consolidated financial statements include the accounts of the Company and those of its subsidiaries. All significant intercompany transactions and balances have been eliminated. Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year presentation. To enhance the comparability of its asset impairments, the Company has made reclassifications to the consolidated statement of operations for the three and six months ended June 30, 2016 to include all asset impairments in the single line Asset impairments. Charges for asset impairments were originally reported in multiple lines within the consolidated statements of operations for the three and six months ended June 30, 2016 ; Amortization and impairments of finite-lived intangible assets and Acquired in-process research and development impairments and other charges. The effects of the reclassifications on the statements of operations for the periods presented are as follows: Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 (in millions) As Initially Reported Reclassification As Reclassified As Initially Reported Reclassification As Reclassified Amortization of intangible assets $ 888 $ (215 ) $ 673 $ 1,582 $ (231 ) $ 1,351 Asset impairments — 230 230 — 246 246 Acquired in-process research and development costs 17 (15 ) 2 18 (15 ) 3 $ 905 $ — $ 905 $ 1,600 $ — $ 1,600 During the third quarter of 2016, the Company changed its reportable segments to: (i) Bausch + Lomb/International, (ii) Branded Rx and (iii) U.S. Diversified Products. Effective for the first quarter of 2017, revenues and profits from the Company's operations in Canada, previously included in the Branded Rx segment in prior periods, are now included in the Bausch + Lomb/International segment. Prior period presentations of segment revenues, segment profits and segment assets have been recast to conform to the current segment reporting structure. See Note 19, "SEGMENT INFORMATION" for additional information. Adoption of New Accounting Guidance In October 2016, the Financial Accounting Standards Board (the "FASB") amended the guidance as to how a reporting entity that is the single decision maker of a variable interest entity ("VIE") should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amended guidance was effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this amended guidance as of January 1, 2017 which did not have a material impact on the presentation of the Company's results of operations, cash flows or financial position. In November 2016, the FASB issued guidance which requires entities to include restricted cash in cash and cash equivalent balances on the statement of cash flows and disclose a reconciliation between the balances on the statement of cash flows and the balance sheet. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Company early adopted this guidance during the interim period ended June 30, 2017 on a retrospective basis. The impact of the change was not material to the Company’s cash flows for the prior period presented. Recently Issued Accounting Standards, Not Adopted as of June 30, 2017 In May 2014, the FASB issued guidance on recognizing revenue from contracts with customers. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue model to contracts within its scope, an entity will: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In addition to these provisions, the new standard provides implementation guidance on several other topics, including the accounting for certain revenue-related costs, as well as enhanced disclosure requirements. The new guidance requires entities to disclose both quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, the FASB issued an amendment to clarify the implementation guidance around considerations whether an entity is a principal or an agent, impacting whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued an amendment to clarify guidance on identifying performance obligations and the implementation guidance on licensing. The guidance is effective for annual reporting periods beginning after December 15, 2017. Early application is permitted but not before the annual reporting period, including adoption in an interim period, beginning January 1, 2017. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. The Company continues to make progress on its project plan for adopting this guidance, which includes a detailed assessment program and a training program for its personnel. Pursuant to the project plan, the Company conducted a high level impact assessment and is in the process of completing an in-depth evaluation of the adoption impact, which involves review of selected revenue arrangements. Based on this evaluation, the Company has also commenced taking actions in identifying appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new guidance. Implementation of such changes is scheduled to commence in the latter part of the third quarter of 2017. Based on the assessment completed to date, the Company did not identify any area that may result in a significant adoption impact; however, the Company is still finalizing the assessment, including evaluating the additional disclosure requirements. The Company preliminarily concluded that it will adopt the new guidance using the modified approach, under which the new guidance will be adopted retrospectively with the cumulative effect of initial application of the guidance recognized on the date of initial application (which is January 1, 2018). In February 2016, the FASB issued guidance on leases. This guidance will increase transparency and comparability among organizations that lease buildings, equipment, and other assets by recognizing the assets and liabilities that arise from lease transactions. Current off-balance sheet leasing activities will be required to be reflected on balance sheets so that investors and other users of financial statements can more readily and accurately understand the rights and obligations associated with these transactions. Consistent with the current lease standard, the new guidance addresses two types of leases: finance leases and operating leases. Finance leases will be accounted for in substantially the same manner as capital leases are accounted for under current U.S. GAAP. Operating leases will be accounted for (both in the income statement and statement of cash flows) in a manner consistent with operating leases under existing U.S. GAAP. However, as it relates to the balance sheet, lessees will recognize lease liabilities based upon the present value of remaining lease payments and corresponding lease assets for operating leases with limited exception. The new guidance will also require lessees and lessors to provide additional qualitative and quantitative disclosures to help financial statement users assess the amount, timing, and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an organization’s leasing activities. The new guidance is effective for annual reporting periods beginning after December 15, 2018. Early application is permitted. The Company is evaluating the impact of adoption of this guidance on its financial position, results of operations and disclosures. In June 2016, the FASB issued guidance on the impairment of financial instruments requiring an impairment model based on expected losses rather than incurred losses. Under this guidance, an entity recognizes as an allowance its estimate of expected credit losses. The guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the impact of adoption of this guidance on its financial position, results of operations and cash flows. In August 2016, the FASB issued guidance which adds or clarifies the classification of certain cash receipts and payments in the statement of cash flows (including debt repayment or debt extinguishment costs, contingent consideration payment after a business combination, and distributions received from equity method investees). The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on cash flows. In October 2016, the FASB issued guidance which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Company believes the impact of adoption will result in a material increase in deferred tax assets and equity. The Company is evaluating the impact of this increase upon adoption of this guidance on its financial position, results of operations, cash flows and disclosures. In January 2017, the FASB issued guidance which clarifies the definition of a business with the objective of assisting with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company will apply the new definition to future transactions when adopted. In January 2017, the FASB issued guidance which simplifies the subsequent measurement of goodwill by eliminating the "Step 2" from the goodwill impairment test. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company will continue to evaluate the potential impact of this guidance when adopted, which could have a significant impact on its financial position, results of operations, and disclosures, particularly in respect of the Salix reporting unit in which its carrying value exceeded its fair value as of the date of the annual goodwill impairment test in 2016. See Note 8, "INTANGIBLE ASSETS AND GOODWILL" . In May 2017, the FASB issued guidance identifying the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The guidance is effective for annual periods beginning after December 15, 2017. The Company has not modified any outstanding awards, and therefore, does not have modification accounting. The adoption of this guidance will not impact its financial position, results of operations, cash flows and disclosures. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS There were no business combinations during the six months ended June 30, 2017 and one business combination in 2016 that was not material. The measurement period for all acquisitions has closed. Licensing Agreement On February 21, 2017, EyeGate Pharmaceuticals, Inc. (“EyeGate”) granted a subsidiary of the Company the exclusive worldwide licensing rights to manufacture and sell the EyeGate® II Delivery System and EGP-437 combination product candidate for the treatment of post-operative pain and inflammation in ocular surgery patients. EyeGate will be responsible for the continued development of this product candidate in the U.S. for the treatment of post-operative pain and inflammation in ocular surgery patients, and all associated costs. The Company has the right to further develop the product in the field outside of the U.S. at its cost. In connection with the licensing agreement, the Company paid an initial license fee of $4 million during the three months ended March 31, 2017 and is obligated to make future payments of (i) up to $34 million upon the achievement of certain development and regulatory milestones, (ii) up to $65 million upon the achievement of certain sales-based milestones and (iii) royalties. Based on early stage of development of the asset, and lack of acquired significant inputs, the Company concluded this was an asset acquisition. |
DIVESTITURES
DIVESTITURES | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | DIVESTITURES CeraVe®, AcneFree™ and AMBI® skincare brands On March 3, 2017, the Company completed the sale of its interests in the CeraVe®, AcneFree™ and AMBI® skincare brands for $1,300 million in cash (the "Skincare Sale"). The CeraVe®, AcneFree™ and AMBI® skincare business was part of the Bausch + Lomb/International segment and was reclassified as held for sale as of December 31, 2016. As a result of this transaction, the Company recognized a gain on sale of $319 million , included in Other income, net in the consolidated statement of operations. Dendreon Pharmaceuticals LLC On June 28, 2017, the Company completed the sale of all outstanding equity interests in Dendreon Pharmaceuticals LLC (formerly Dendreon Pharmaceuticals, Inc.) ("Dendreon") for $820 million in cash (the "Dendreon Sale"), subject to certain working capital provisions expected to be finalized in 2017. Dendreon was part of the Branded Rx segment and was reclassified as held for sale as of December 31, 2016. As a result of this transaction, the Company recognized a gain on sale of $73 million , included in Other income, net in the consolidated statement of operations. ASSETS AND LIABILITIES HELD FOR SALE On June 8, 2017 , the Company announced it had entered into a definitive agreement to sell its Australian-based iNova Pharmaceuticals ("iNova") business for $930 million in cash. iNova markets a diversified portfolio of weight management, pain management, cardiology and cough and cold prescription and over-the-counter products in more than 15 countries, with leading market positions in Australia and South Africa, as well as an established platform in Asia. The Company will continue to operate in these geographies through the Bausch + Lomb franchise. The iNova business was part of the Bausch + Lomb/International segment and was reclassified as held for sale as of December 31, 2016. iNova net assets and liabilities included in held for sale as of June 30, 2017 and December 31, 2016 were $565 million and $574 million , respectively. On July 17, 2017, the Company announced that certain of its affiliates had entered into a definitive agreement to sell its Obagi Medical Products, Inc. ("Obagi") business for $190 million in cash. Obagi is a global specialty skin care pharmaceutical business with products focused on premature skin aging, skin damage, hyperpigmentation, acne and sun damage which are primarily available through dermatologists, plastic surgeons and other skin care professionals. The Obagi business was part of the U.S. Diversified Products segment and was reclassified as held for sale as of March 31, 2017. The carrying value of the Obagi business, including associated goodwill, was adjusted down to estimated fair value less costs to sell and a loss of $17 million and $103 million was recognized in Asset impairments during the three and six months ended June 30, 2017 , respectively. Obagi net assets and liabilities included in held for sale as of June 30, 2017 are $187 million . During the three months ended December 31, 2016, the Company reclassified a number of small businesses included in the Bausch + Lomb/International segment as held for sale. As a result, the carrying values of the assets related to these businesses, including the associated goodwill, were adjusted down to fair value less costs to sell. Assets held for sale were as follows: (in millions) June 30, December 31, Current assets held for sale: Cash $ — $ 1 Trade receivables 42 86 Inventories 29 147 Other 6 27 Current assets held for sale $ 77 $ 261 Non-current assets held for sale: Intangible assets, net $ 441 $ 680 Goodwill 264 1,355 Other 4 97 Non-current assets held for sale $ 709 $ 2,132 Current liabilities held for sale as of June 30, 2017 of $22 million consists of other liabilities. Current and non-current liabilities held for sale as of December 31, 2016 of $57 million and $57 million , respectively, consists of deferred tax liabilities and other liabilities. |
RESTRUCTURING AND INTEGRATION C
RESTRUCTURING AND INTEGRATION COSTS | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND INTEGRATION COSTS | RESTRUCTURING AND INTEGRATION COSTS On April 1, 2015, the Company acquired Salix Pharmaceuticals, Ltd. (“Salix”), pursuant to an Agreement and Plan of Merger dated February 20, 2015, as amended on March 16, 2015 (the “Salix Merger Agreement”), with Salix surviving as a wholly owned subsidiary of Valeant Pharmaceuticals International (“Valeant”), a subsidiary of the Company (the “Salix Acquisition”). In connection with the Salix Acquisition and other acquisitions, the Company implemented cost-rationalization and integration initiatives to capture operating synergies and generate cost savings. These measures included: (i) workforce reductions company-wide and other organizational changes, (ii) closing of duplicative facilities and other site rationalization actions company-wide, including research and development facilities, sales offices and corporate facilities, (iii) leveraging research and development spend and (iv) procurement savings. Salix Acquisition-Related Cost-Rationalization and Integration Initiatives Cost-rationalization and integration initiatives relating to the Salix Acquisition were substantially completed by mid-2016. Total costs incurred primarily include: employee termination costs payable to approximately 475 employees of the Company and Salix who have been terminated as a result of the Salix Acquisition; costs to consolidate or close facilities and relocate employees; and contract termination and lease cancellation costs. Since the acquisition date, total costs of $273 million have been incurred through June 30, 2017 , including: (i) $153 million of integration expenses, (ii) $105 million of restructuring expenses and (iii) $15 million of acquisition-related costs. Salix Integration Costs Salix integration costs were $0 and $15 million , and payments were $1 million and $19 million for the six months ended June 30, 2017 and 2016 , respectively. The remaining liability associated with these activities as of June 30, 2017 was $6 million . Salix Restructuring Costs Salix restructuring costs incurred were $6 million and $8 million , and payments were $4 million and $23 million for the six months ended June 30, 2017 and 2016 , respectively. The remaining liability associated with these activities as of June 30, 2017 was $11 million . Other Restructuring and Integration-Related Costs (Excluding Salix) During the six months ended June 30, 2017 , in addition to the Salix restructuring and integration costs, the Company incurred $30 million of other restructuring and integration-related costs. These costs included: (i) $15 million of integration consulting, transition service, and other costs, (ii) $8 million of facility closure costs and (iii) $7 million of severance costs. The Company made payments of $44 million for the six months ended June 30, 2017 (in addition to the payments related to Salix). The remaining liability associated with these activities as of June 30, 2017 was $40 million . During the six months ended June 30, 2016 , in addition to the Salix restructuring and integration costs, the Company incurred $35 million of other restructuring and integration-related costs. These costs included: (i) $25 million of integration consulting, duplicate labor, transition service, and other costs, (ii) $6 million of severance costs and (iii) $4 million of facility closure costs. These costs primarily related to restructuring and integration costs for other smaller acquisitions. The Company made payments of $39 million for the six months ended June 30, 2016 (in addition to the payments related to Salix). The Company continues to evaluate opportunities to improve its operating results and may initiate additional cost savings programs to streamline its operations and eliminate redundant processes and expenses. The expenses associated with the implementation of these cost savings programs could be material and may include, but are not limited to, expenses associated with: (i) reducing headcount, (ii) eliminating real estate costs associated with unused or under-utilized facilities and (iii) implementing contribution margin improvement and other cost reduction initiatives. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value measurements are estimated based on valuation techniques and inputs categorized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using discounted cash flow methodologies, pricing models, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 : As of June 30, 2017 As of December 31, 2016 (in millions) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 742 $ 674 $ 68 $ — $ 242 $ 179 $ 63 $ — Restricted cash $ 811 $ 811 $ — $ — $ — $ — $ — $ — Liabilities: Acquisition-related contingent consideration $ (807 ) $ — $ — $ (807 ) $ (892 ) $ — $ — $ (892 ) Cash equivalents include highly liquid investments with an original maturity of three months or less at acquisition, primarily including money market funds, reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature. Restricted cash includes $811 million of proceeds from the Dendreon Sale. Under the terms of the Third Amended and Restated Credit and Guaranty Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Company is required to use the net proceeds of asset sales above a certain threshold to repay its debt obligations. On July 3, 2017, the Company used this restricted cash to repay its Series F Tranche B Term Loan Facility. Restricted cash are cash balances reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature. There were no transfers between Level 1, Level 2, or Level 3 during the six months ended June 30, 2017 . Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) The fair value measurement of contingent consideration obligations arising from business combinations is determined via a probability-weighted discounted cash flow analysis or Monte Carlo Simulation, using unobservable (Level 3) inputs. These inputs may include: (i) the estimated amount and timing of projected cash flows; (ii) the probability of the achievement of the factor(s) on which the contingency is based; (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows; and (iv) volatility of projected performance (Monte Carlo Simulation). Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2017 : (in millions) Balance, January 1, 2017 $ 892 Acquisition-related contingent consideration: Accretion for the time value of money $ 35 Fair value adjustments (94 ) (59 ) Payments (26 ) Balance, June 30, 2017 807 Current portion 52 Non-current portion $ 755 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The following fair value hierarchy table presents the assets measured at fair value on a non-recurring basis: As of June 30, 2017 As of December 31, 2016 (in millions) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Non-current assets held for sale $ 179 $ — $ — $ 179 $ 38 $ — $ — $ 38 Non-current assets held for sale of $709 million included in the consolidated balance sheet as of June 30, 2017 , includes held for sale assets of $179 million which were remeasured to estimated fair values less costs to sell. The Company recognized an impairment charge of $113 million , in the aggregate, in Asset impairments during the six months ended June 30, 2017 in the consolidated statement of operations. The estimated fair values of these assets less costs to sell were determined using a discounted cash flow analysis which utilized Level 3 unobservable inputs. The remaining balance of non-current assets held for sale as of June 30, 2017 reflect the historical carrying value of those assets which do not exceed fair value less costs to sell. Long-term Debt The fair value of long-term debt as of June 30, 2017 and December 31, 2016 , was $27,250 million and $26,297 million , respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2). |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The components of inventories, net of allowances for obsolescence were as follows: (in millions) June 30, December 31, Raw materials $ 270 $ 256 Work in process 155 125 Finished goods 659 680 $ 1,084 $ 1,061 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The major components of intangible assets were as follows: June 30, 2017 December 31, 2016 (in millions) Gross Carrying Amount Accumulated Amortization, Including Impairments Net Carrying Amount Gross Carrying Amount Accumulated Amortization, Including Impairments Net Carrying Amount Finite-lived intangible assets: Product brands $ 20,702 $ (7,930 ) $ 12,772 $ 20,725 $ (6,883 ) $ 13,842 Corporate brands 940 (155 ) 785 999 (146 ) 853 Product rights/patents 4,259 (2,339 ) 1,920 4,240 (2,118 ) 2,122 Partner relationships 169 (150 ) 19 152 (128 ) 24 Technology and other 210 (137 ) 73 252 (160 ) 92 Total finite-lived intangible assets 26,280 (10,711 ) 15,569 26,368 (9,435 ) 16,933 Acquired IPR&D not in service 250 (1 ) 249 253 — 253 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 28,228 $ (10,712 ) $ 17,516 $ 28,319 $ (9,435 ) $ 18,884 Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment charges associated with these assets are included in Asset impairments in the consolidated statement of operations. The Company continues to monitor the recoverability of its finite-lived intangible assets and tests the intangible assets for impairment if indicators of impairment are present. Asset impairments for the six months ended June 30, 2017 include: (i) impairments of $113 million to assets reclassified as held for sale, (ii) impairments of $80 million , in aggregate, to certain product/patent assets associated with the discontinuance of specific product lines not aligned with the focus of the Company's core business, (iii) an impairment of $17 million reflecting a decrease in forecasted sales for a specific product line and (iv) impairments of $13 million reflecting decreases in forecasted sales for other product lines. The impairments to assets reclassified as held for sale were measured as the difference of the carrying value of these assets as compared to the estimated fair values of these assets less costs to sell determined using a discounted cash flow analysis which utilized Level 3 unobservable inputs. The other impairments and adjustments to finite-lived intangible assets were measured as the difference of the historical carrying value of these finite-lived assets as compared to the estimated fair value as determined using a discounted cash flow analysis using Level 3 unobservable inputs. Estimated amortization expense, for the remainder of 2017 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) July through December 2017 $ 1,220 2018 2,373 2019 2,157 2020 2,067 2021 1,882 2022 1,742 Thereafter 4,128 Total $ 15,569 Goodwill The changes in the carrying amounts of goodwill during the six months ended June 30, 2017 and the year ended December 31, 2016 were as follows: (in millions) Developed Markets Emerging Markets Bausch + Lomb/ International Branded Rx U.S. Diversified Products Total Balance, January 1, 2016 $ 16,141 $ 2,412 $ — $ — $ — $ 18,553 Acquisitions 1 — — — — 1 Divestiture of a portfolio of neurology medical device products (36 ) — — — — (36 ) Goodwill related to Ruconest® reclassified to assets held for sale (37 ) — — — — (37 ) Foreign exchange and other 47 (12 ) — — — 35 Impairment to goodwill of the former U.S. reporting unit (905 ) — — — — (905 ) Realignment of segment goodwill (15,211 ) (2,400 ) 6,708 7,873 3,030 — Impairment to goodwill of the Salix reporting unit — — — (172 ) — (172 ) Divestitures — — (5 ) — — (5 ) Goodwill reclassified to assets held for sale — — (947 ) (431 ) — (1,378 ) Foreign exchange and other — — (257 ) (5 ) — (262 ) Balance, December 31, 2016 — — 5,499 7,265 3,030 15,794 Realignment of segment goodwill — — 264 (264 ) — — Balance, January 1, 2017 — — 5,763 7,001 3,030 15,794 Goodwill reclassified to assets held for sale — — (16 ) (3 ) (74 ) (93 ) Foreign exchange and other — — 192 (1 ) — 191 Balance, June 30, 2017 $ — $ — $ 5,939 $ 6,997 $ 2,956 $ 15,892 Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment. The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants. The Company estimates the fair values of all reporting units using a discounted cash flow model which utilizes Level 3 unobservable inputs. The discounted cash flow model relies on assumptions regarding revenue growth rates, gross profit, projected working capital needs, selling, general and administrative expenses, research and development expenses, capital expenditures, income tax rates, discount rates and terminal growth rates. To estimate fair value, the Company discounts the expected cash flows of each reporting unit. The discount rate the Company uses represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn. To estimate cash flows beyond the final year of its model, the Company estimates a terminal value by applying an in perpetuity growth assumption and discount factor to determine the reporting unit's terminal value. The Company forecasts cash flows for each of its reporting units and takes into consideration economic conditions and trends, estimated future operating results, management's and a market participant's view of growth rates and product lives, and anticipates future economic conditions. Revenue growth rates inherent in these forecasts were based on input from internal and external market research that compare factors such as growth in global economies, recent industry trends and product life-cycles. Macroeconomic factors such as changes in economies, changes in the competitive landscape including the unexpected loss of exclusivity to the Company's product portfolio, changes in government legislation, product life-cycles, industry consolidations and other changes beyond the Company’s control could have a positive or negative impact on achieving its targets. Accordingly, if market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future. 2016 Prior to the change in operating segments in the third quarter of 2016, the Company operated in two operating and reportable segments: Developed Markets and Emerging Markets. The Developed Markets segment consisted of four geographic reporting units: (i) U.S., (ii) Canada and Australia, (iii) Western Europe and (iv) Japan. The Emerging Markets segment consisted of three geographic reporting units: (i) Central and Eastern Europe, Middle East and Africa, (ii) Latin America and (iii) Asia. March 31, 2016 Given challenges facing the Company, particularly in its dermatology and gastrointestinal businesses, management performed a review of its then-current forecast under the direction of the new Chief Executive Officer ("CEO"). As a result of that review, management lowered its forecast which resulted in a triggering event requiring the Company to test goodwill for impairment as of March 31, 2016. Although management lowered its forecast, which lowered the estimated fair values of certain business units, including the former U.S. reporting unit, the step one testing determined there was no impairment of goodwill as the estimated fair value of each reporting unit exceeded its carrying value. In order to evaluate the sensitivity of its fair value calculations on the goodwill impairment test, the Company applied a hypothetical 15% decrease in the fair value of each reporting unit as of March 31, 2016. For each reporting unit, this hypothetical 15% decrease in fair value would not have triggered additional impairment testing as the hypothetical fair value exceeded the carrying value of the respective reporting unit. Realignment of Segment Structure Commencing in the third quarter of 2016, the Company operates in three operating segments: (i) Bausch + Lomb/International, (ii) Branded Rx and (iii) U.S. Diversified Products. This 2016 segment structure realignment resulted in, the Bausch + Lomb/International segment consisting of the following reporting units: (i) U.S. Bausch + Lomb and (ii) International; the Branded Rx segment consisting of the following reporting units: (i) Salix, (ii) Dermatology, (iii) Canada and (iv) Branded Rx Other; and the U.S. Diversified Products segment consisting of the following reporting units: (i) Neurology and other and (ii) Generics. As a result of these changes, goodwill was reassigned to each of the aforementioned reporting units using a relative fair value approach. Goodwill previously reported in the former U.S. reporting unit, after adjustment of impairment as described below, was reassigned, using a relative fair value approach, to the U.S. Bausch + Lomb, Salix, Dermatology, Branded Rx Other, Neurology and other, and Generics reporting units. Similarly, goodwill previously reported in the former Canada and Australia reporting unit was reassigned to the Canada and the International reporting units using a relative fair value approach. Goodwill previously reported in the remaining former reporting units was reassigned to the International reporting unit. In the third quarter of 2016, goodwill impairment testing was performed under the former reporting unit structure immediately prior to the change and under the current reporting unit structure immediately subsequent to the change. Using the forecast and assumptions at the time, the Company estimated the fair value of each reporting unit using a discounted cash flow analysis. As a result of its test, the Company determined that goodwill associated with the former U.S. reporting unit and the goodwill associated with the Salix reporting unit under the current reporting unit structure were impaired. Consequently, in the aggregate, goodwill impairment charges of $1,077 million (representing accumulated goodwill impairment charges), were recognized as follows: • Under the former reporting unit structure, the fair value of each reporting unit exceeded its carrying value by more than 15% , except for the former U.S. reporting unit whose carrying value exceeded its fair value by 2% . As a result, the Company proceeded to perform step two of the goodwill impairment test for the former U.S. reporting unit and determined that the carrying value of the unit's goodwill exceeded its implied fair value. However, as the estimate of fair value is complex and requires significant amounts of time and judgment, the Company could not complete step two of the testing prior to the release of its financial statements for the period ended September 30, 2016. Under these circumstances, accounting guidance requires that a company recognize an estimated impairment charge if management determines that it is probable that an impairment loss has occurred and such impairment can be reasonably estimated. Using its best estimate, the Company recorded an initial goodwill impairment charge of $838 million as of September 30, 2016. In the fourth quarter of 2016, step two testing was completed and the Company concluded that the excess of the carrying value of the former U.S. reporting unit's unadjusted goodwill over its implied value as of September 30, 2016 was $905 million and recognized an incremental goodwill impairment charge of $67 million for the fourth quarter of 2016. The goodwill impairment was primarily driven by changes to the Company's forecasted performance which resulted in a lower fair value of the U.S. businesses, mainly the Salix business. • Under the current reporting unit structure, the carrying value of the Salix reporting unit exceeded its fair value, as updates to the unit's forecast resulted in a lower estimated fair value for the business. As a result, the Company proceeded to perform step two of the goodwill impairment test for the Salix reporting unit and determined that the carrying value of the unit's goodwill exceeded its implied fair value. However, the Company could not complete step two of the testing prior to the release of its financial statements for the period ended September 30, 2016. Using its best estimate, the Company recorded an initial goodwill impairment charge of $211 million as of September 30, 2016. In the fourth quarter of 2016, step two testing was completed and the Company concluded that the excess of the carrying value of the Salix reporting unit's unadjusted goodwill over its implied value as of September 30, 2016 was $172 million and recognized a credit to the initial goodwill impairment charge of $39 million for the fourth quarter of 2016. As of the date of testing, after all adjustments, the Salix reporting unit had a carrying value of $14,066 million , an estimated fair value of $10,409 million and goodwill with a carrying value of $5,128 million . In order to evaluate the sensitivity of its fair value calculations on the goodwill impairment test, the Company compared the carrying value of each reporting unit to its fair value as of August 31, 2016, the date of testing. The fair value of each reporting unit exceeded its carrying value by more than 15% , except for the Salix reporting unit as discussed above and the U.S. Branded Rx reporting unit. As of the date of testing, goodwill of the U.S. Branded Rx reporting unit was $897 million and the estimated fair value of the unit exceeded its carrying value by approximately 5% . Annual Goodwill Impairment Test The Company conducted its annual goodwill impairment test as of October 1, 2016 and determined that the carrying value of the Salix reporting unit exceeded its fair value and, as a result, the Company proceeded to perform step two of the goodwill impairment test for the Salix reporting unit. After completing step two of the impairment testing, the Company determined that the carrying value of the unit's goodwill did not exceed its implied fair value and, therefore, no impairment was identified to the goodwill of the Salix reporting unit. As of the date of testing, the Salix reporting unit had a carrying value of $14,087 million , an estimated fair value of $10,319 million and goodwill with a carrying value of $5,128 million . The Company's remaining reporting units passed step one of the goodwill impairment test as the estimated fair value of each reporting unit exceeded its carrying value at the date of testing and, therefore, impairment to goodwill was $0 . The Company determined that no events occurred or circumstances changed during the period of October 1, 2016 through December 31, 2016 that would indicate that the fair value of a reporting unit may be below its carrying amount, except for the Salix reporting unit. During the period of October 1, 2016 through December 31, 2016, there were no changes in the facts and circumstances which would suggest that goodwill of the Salix reporting unit was further impaired. In order to evaluate the sensitivity of its fair value calculations on the goodwill impairment test, the Company compared the carrying value of each reporting unit to its fair value as of October 1, 2016, the date of testing. The fair value of each reporting unit exceeded its carrying value by more than 15% , except for the Salix reporting unit, as discussed above and the U.S. Branded Rx reporting unit. As of the date of testing, goodwill of the U.S. Branded Rx reporting unit was $897 million and the estimated fair value of the unit exceeded its carrying value by approximately 8% . 2017 As detailed in Note 2, "SIGNIFICANT ACCOUNTING POLICIES" , the revenues and profits from the Company's operations in Canada were reclassified. In connection with this change, the prior-period presentation of segment goodwill has been recast to conform to the current reporting structure, of which $264 million of goodwill as of December 31, 2016 was reclassified from the Branded Rx segment to the Bausch + Lomb/International segment. No facts or circumstances were identified in connection with this change in alignment that would suggest an impairment exists. No events occurred or circumstances changed during the six months ended June 30, 2017 that would indicate that the fair value of any reporting unit may be below its carrying value, except for the Salix reporting unit. As the facts and circumstances had not materially changed since the October 1, 2016 impairment test, management concluded that the carrying value of the Salix reporting unit continues to be in excess of its fair value. Therefore, during the three months ended March 31, 2017 and June 30, 2017, the Company performed qualitative assessments of the Salix reporting unit goodwill to determine if testing was warranted. As part of its qualitative assessments, management compared the reporting unit’s operating results to its original forecasts. Although Salix reporting unit revenue during the three months ended March 31, 2017 and June 30, 2017 declined as compared to the three months ended December 31, 2016, each decrease was within management's expectations. Further, the latest forecast for the Salix reporting unit is not materially different than the forecast used in management's October 1, 2016 testing and the difference in the forecasts would not change the conclusion of the Company’s goodwill impairment testing as of October 1, 2016. As part of these qualitative assessments, the Company also considered the sensitivity of its conclusions as they relate to changes in the estimates and assumptions used in the latest forecast available for each period. Based on its qualitative assessments, management believes that the carrying value of the Salix reporting unit goodwill does not exceed its implied fair value and that testing the Salix reporting unit goodwill for impairment was not required based on the current facts and circumstances. If market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities were as follows: (in millions) 2017 2016 Product rebates $ 979 $ 897 Product returns 788 708 Interest 368 337 Income taxes payable 163 213 Legal liabilities assumed in the Salix Acquisition 56 281 Employee compensation and benefit costs 228 198 Professional fees 92 93 Litigation matters and related fees 106 7 Royalties 60 69 Acquisition-related contingent consideration 52 52 Advertising and promotion 55 50 Restructuring and integration costs 33 38 Value added tax 35 27 Deferred revenue 28 26 Deferred consideration for business acquisitions 18 18 Capital expenditures 10 17 Accrued milestones 12 12 Short-term borrowings — 6 Other 176 178 $ 3,259 $ 3,227 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Principal amounts of debt obligations and principal amounts of debt obligations net of discounts and issuance costs consists of the following: June 30, 2017 December 31, 2016 (in millions) Maturity Principal Amount Net of Discounts and Issuance Costs Principal Amount Net of Discounts and Issuance Costs Senior Secured Credit Facilities: Revolving Credit Facility April 2018 $ — $ — $ 875 $ 875 Revolving Credit Facility April 2020 525 525 — — Series A-3 Tranche A Term Loan Facility October 2018 — — 1,032 1,016 Series A-4 Tranche A Term Loan Facility April 2020 — — 668 658 Series D-2 Tranche B Term Loan Facility February 2019 — — 1,068 1,048 Series C-2 Tranche B Term Loan Facility December 2019 — — 823 805 Series E-1 Tranche B Term Loan Facility August 2020 — — 2,456 2,429 Series F Tranche B Term Loan Facility April 2022 6,610 6,472 3,892 3,815 Senior Secured Notes: 6.50% Secured Notes March 2022 1,250 1,234 — — 7.00% Secured Notes March 2024 2,000 1,974 — — Senior Unsecured Notes: 6.75% August 2018 500 498 1,600 1,593 5.375% March 2020 2,000 1,987 2,000 1,985 7.00% October 2020 690 689 690 689 6.375% October 2020 2,250 2,234 2,250 2,231 7.50% July 2021 1,625 1,614 1,625 1,613 6.75% August 2021 650 647 650 647 5.625% December 2021 900 895 900 894 7.25% July 2022 550 544 550 543 5.50% March 2023 1,000 993 1,000 992 5.875% May 2023 3,250 3,222 3,250 3,220 4.50% euro-denominated debt May 2023 1,714 1,699 1,578 1,563 6.125% April 2025 3,250 3,220 3,250 3,218 Other Various 14 14 12 12 Total long-term debt $ 28,778 28,461 $ 30,169 29,846 Less: Current portion of long-term debt and other 813 1 Non-current portion of long-term debt $ 27,648 $ 29,845 Covenant Compliance The Senior Secured Credit Facilities and the indentures governing the Company’s Senior Secured Notes and Senior Unsecured Notes contain customary affirmative and negative covenants and specified events of default. These affirmative and negative covenants include, among other things, and subject to certain qualifications and exceptions, covenants that restrict the Company’s ability and the ability of its subsidiaries to: incur or guarantee additional indebtedness; create or permit liens on assets; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; make certain investments and other restricted payments; engage in mergers, acquisitions, consolidations and amalgamations; transfer and sell certain assets; and engage in transactions with affiliates. The Revolving Credit Facility also contains specified financial maintenance covenants (consisting of a secured leverage ratio and an interest coverage ratio). During the six months ended June 30, 2017 , the Company completed several actions which included using the proceeds from divestitures and cash flows from operations to repay debt, amending financial maintenance covenants, extending a significant portion of the Revolving Credit Facility, and refinancing debt with near term maturities. These actions, described below, have reduced the Company’s debt balance and positively affected the Company’s ability to comply with its financial maintenance covenants. As of June 30, 2017 , the Company was in compliance with all financial maintenance covenants related to its outstanding debt. The Company, based on its current forecast for the next twelve months from the date of issuance of these financial statements and the amendments executed, expects to remain in compliance with these financial maintenance covenants and meet its debt service obligations over that same period. The Company continues to take steps to improve its operating results to ensure continual compliance with its financial maintenance covenants and take other actions to reduce its debt levels to align with the Company’s long term strategy. The Company may consider taking other actions, including divesting other businesses and refinancing debt as deemed appropriate, to provide additional coverage in complying with the financial maintenance covenants and meeting its debt service obligations. Senior Secured Credit Facilities On February 13, 2012, the Company and certain of its subsidiaries as guarantors entered into the Credit Agreement with a syndicate of financial institutions and investors, as lenders. As of January 1, 2016, the Credit Agreement provided for (i) a $1,500 million Revolving Credit Facility maturing on April 20, 2018, which included a sublimit for the issuance of standby and commercial letters of credit and a sublimit for swing line loans and (ii) a series of term loans maturing during the years 2016 through 2022. On April 11, 2016, the Company entered into Amendment No. 12 and Waiver to the Credit Agreement (“Amendment No. 12”), which addressed the Company's delay in delivering its Annual Report for the year ended December 31, 2015 on Form 10-K (the “2015 Annual Report”). Amendment No. 12 extended the deadlines to deliver the Company’s 2015 Annual Report and its Quarterly Report for the period ended March 31, 2016 on Form 10-Q (such requirements, the "Financial Reporting Requirements") and waived, among other things, any cross-default under the Credit Agreement to the Company’s other indebtedness as a result of the delays. These Financial Reporting Requirements were subsequently satisfied as extended. In addition to these waivers, Amendment No. 12 (i) modified certain financial maintenance covenants, (ii) amended certain financial definitions and (iii) imposed a number of restrictions on the Company and its subsidiaries’ ability to incur additional debt, make additional acquisitions, make investments, distribute capital and make other capital allocations until such time that the Financial Reporting Requirements were satisfied and the Company attains specific leverage ratios. Amendment No. 12 also increased each of the applicable interest rate margins under the Credit Agreement by 1.00% until delivery of the Company's financial statements for the quarter ending June 30, 2017. Thereafter, the interest rate applicable to the loans will be determined on the basis of a pricing grid tied to the Company's secured leverage ratio. Amendment No. 12 was accounted for as a debt modification, and as a result, payments to the lenders were recognized as additional debt discounts and were being amortized over the remaining term of each term loan. On August 23, 2016, the Company entered into Amendment No. 13 to the Credit Agreement (“Amendment No. 13”) which (i) reduced the minimum interest coverage maintenance covenant under the Credit Agreement, (ii) permitted the issuance of secured notes with shorter maturities and the incurrence of other indebtedness, in each case to repay term loans under the Credit Agreement and (iii) provided additional flexibility to sell assets, provided the proceeds of such asset sales are used to prepay loans under the Credit Agreement. Amendment No. 13 also increased each of the applicable interest rate margins under the Credit Agreement by 0.50% until delivery of the Company’s financial statements for the quarter ending June 30, 2017. Thereafter, the interest rate applicable to the loans will be determined on the basis of a pricing grid tied to the Company's secured leverage ratio. Amendment No. 13 was accounted for as a debt modification, and as a result, payments to the lenders were recognized as additional debt discounts and were being amortized over the remaining term of each term loan. On March 3, 2017, the Company used proceeds from the Skincare Sale to repay $1,086 million of outstanding debt under its Senior Secured Credit Facilities. On March 21, 2017, the Company entered into Amendment No. 14 to the Credit Agreement (“Amendment No. 14”) which (i) provided additional financing from an incremental term loan under the Company's Series F Tranche B Term Loan Facility of $3,060 million (the “Series F-3 Tranche B Term Loan”), (ii) amended the financial covenants contained in the Credit Agreement, (iii) increased the amortization rate for the Series F Tranche B Term Loan Facility from 0.25% per quarter ( 1% per annum) to 1.25% per quarter ( 5% per annum), with quarterly payments starting March 31, 2017, (iv) amended certain financial definitions, including the definition of Consolidated Adjusted EBITDA, and (v) provided additional ability for the Company to, among other things, incur indebtedness and liens, consummate acquisitions and make other investments, including relaxing certain limitations imposed by prior amendments. The proceeds from the additional financing, combined with the proceeds from the issuance of the Senior Secured Notes described below and cash on hand, were used to (i) repay all outstanding balances under the Company’s Series A-3 Tranche A Term Loan Facility, Series A-4 Tranche A Term Loan Facility, Series D-2 Tranche B Term Loan Facility, Series C-2 Tranche B Term Loan Facility, and Series E-1 Tranche B Term Loan Facility (collectively the "Refinanced Debt"), (ii) repurchase $1,100 million in principal amount of 6.75% Senior Unsecured Notes due August 2018 (the "August 2018 Senior Unsecured Notes"), (iii) repay $350 million of amounts outstanding under the Company's Revolving Credit Facility and (iv) pay related fees and expenses (collectively, the “March 2017 Refinancing Transactions”). Amendments to the covenants made as part of Amendment No. 14 included (i) removed the financial maintenance covenants with respect to the Series F Tranche B Term Loan Facility, (ii) reduced the interest coverage ratio maintenance covenant to 1.50 :1.00 with respect to the Revolving Credit Facility beginning in the quarter ending March 31, 2017 through the quarter ending March 31, 2019 (stepping up to 1.75 :1.00 thereafter) and (iii) increased the secured leverage ratio maintenance covenant to 3.00 :1.00 with respect to the Revolving Credit Facility beginning in the quarter ending March 31, 2017 through the quarter ending March 31, 2019 (stepping down to 2.75 :1.00 thereafter). These financial maintenance covenants apply only with respect to the Revolving Credit Facility and can be waived or amended without the consent of the term loan lenders under the Credit Agreement. Modifications to Consolidated Adjusted EBITDA from Amendment No. 14 included, among other things: (i) modifications to permit the Company to add back extraordinary, unusual or non-recurring expenses or charges (including certain costs of, and payments of, litigation expenses, actual or prospective legal settlements, fines, judgments or orders, subject to a cap of $500 million in any twelve month period, of which no more than $250 million may pertain to any costs, payments, expenses, settlements, fines, judgments or orders, in each case, arising out of any actual or potential claim, investigation, litigation or other proceeding that the Company did not publicly disclose on or prior to the effectiveness of Amendment No. 14, and subject to other customary limitations), and (ii) modifications to allow the Company to add back expenses, charges or losses actually reimbursed or for which the Company reasonably expects to be reimbursed by third parties within 365 days, subject to customary limitations. Amendment No. 14 was accounted for as a modification of debt to the extent the Refinanced Debt was replaced with the incremental Series F-3 Tranche B Term Loan issued to the same creditor and an extinguishment of debt to the extent the Refinanced Debt was replaced with Series F-3 Tranche B Term Loan issued to a different creditor. The Refinanced Debt replaced with the proceeds of the newly issued senior secured notes was accounted for as an extinguishment of debt. For amounts accounted for as an extinguishment of debt, the Company incurred a Loss on extinguishment of debt of $27 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value (the stated principal amount net of unamortized discount and debt issuance costs). Payments made to the lenders of $39 million associated with the issuance of the new Series F-3 Tranche B Term Loan were capitalized and are being amortized as interest expense over the remaining term of the Series F Tranche B Term Loan Facility. Third party expenses of $3 million associated with the modification of debt were expensed as incurred and included in Interest expense. On March 28, 2017, the Company entered into Amendment No. 15 to the Credit Agreement (“Amendment No. 15”) which provided for the extension of the maturity date of $1,190 million of revolving credit commitments under the Revolving Credit Facility from April 20, 2018 to the earlier of (i) April 20, 2020 and (ii) the date that is 91 calendar days prior to the scheduled maturity of any series or tranche of term loans under the Credit Agreement, certain Senior Secured Notes or Senior Unsecured Notes and any other indebtedness for borrowed money in excess of $750 million . Unless otherwise terminated prior thereto, the remaining $310 million of revolving credit commitments under the Revolving Credit Facility will continue to mature on April 20, 2018. Amendment No. 15 was accounted for in part as a debt modification, whereby the fees paid to lenders agreeing to extend their commitment through April 20, 2020 and the fees paid to lenders providing additional commitments were recognized as additional debt issuance costs and are being amortized over the remaining term of the Revolving Credit Facility. Amendment No. 15 was accounted for in part as an extinguishment of debt and the Company incurred a Loss on extinguishment of debt of $1 million representing the unamortized debt issuance costs associated with the commitments canceled by lenders in the amendment. In late April 2017, using the remaining proceeds from the Skincare Sale and the proceeds from the divestiture of a manufacturing facility in Brazil, the Company repaid $220 million of its Series F Tranche B Term Loan Facility. On July 3, 2017 , using the net proceeds from the Dendreon Sale , the Company repaid $811 million of its Series F Tranche B Term Loan Facility. Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to, at the Company's option from time to time, either (i) a base rate determined by reference to the higher of (a) the prime rate (as defined in the Credit Agreement) and (b) the federal funds effective rate plus 1/2 of 1% or (ii) a LIBO rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case plus an applicable margin. These applicable margins are subject to increase or decrease quarterly based on the secured leverage ratio beginning with the quarter ended June 30, 2017. Based on its calculation of the Company’s secured leverage ratio, management does not anticipate any such increase or decrease to the current applicable margins for the next applicable period. The applicable interest rate margins for borrowings under the Revolving Credit Facility are 2.75% with respect to base rate borrowings and 3.75% with respect to LIBO rate borrowings. As of June 30, 2017 , the stated rate of interest on the Revolving Credit Facility was 4.98% per annum. In addition, the Company is required to pay commitment fees of 0.50% per annum in respect to the commitments not utilized, letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on LIBO rate borrowings, customary fronting fees for the issuance of letters of credit and agency fees. The applicable interest rate margins for the Series F Tranche B Term Loan Facility are 3.75% with respect to base rate borrowings and 4.75% with respect to LIBO rate borrowings, subject to a 0.75% LIBO rate floor. As of June 30, 2017 , the stated rate of interest on the Company’s borrowings under the Series F Tranche B Term Loan Facility was 5.83% per annum. Senior Secured Notes As part of the March 2017 Refinancing Transactions, the Company issued $1,250 million aggregate principal amount of 6.50% senior secured notes due March 15, 2022 (the “March 2022 Senior Secured Notes”) and $2,000 million aggregate principal amount of 7.00% senior secured notes due March 15, 2024 (the “March 2024 Senior Secured Notes”), in a private placement, the proceeds of which, when combined with the proceeds from the Series F-3 Tranche B Term Loan and cash on hand, were used to (i) repay the Refinanced Debt, (ii) repurchase $1,100 million in principal amount of August 2018 Senior Unsecured Notes, (iii) repay $350 million of amounts outstanding under the Company's Revolving Credit Facility and (iv) pay related fees and expenses. Interest on these notes is payable semi-annually in arrears on each March 15 and September 15. The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”). The Senior Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure the Company’s obligations under the Credit Agreement under the terms of the indenture governing the Senior Secured Notes. The Senior Secured Notes and the guarantees rank equally in right of payment with all of the Company’s and Note Guarantors’ respective existing and future unsubordinated indebtedness and senior to the Company’s and Note Guarantors’ respective future subordinated indebtedness. The Senior Secured Notes and the guarantees related thereto are effectively pari passu with the Company’s and the Note Guarantors’ respective existing and future indebtedness secured by a first priority lien on the collateral securing the Senior Secured Notes and effectively senior to the Company’s and the Note Guarantors’ respective existing and future indebtedness that is unsecured, including the existing Senior Unsecured Notes, or that is secured by junior liens, in each case to the extent of the value of the collateral. In addition, the Senior Secured Notes are structurally subordinated to (i) all liabilities of any of the Company’s subsidiaries that do not guarantee the Senior Secured Notes and (ii) any of the Company’s debt that is secured by assets that are not collateral. The March 2022 Senior Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after March 15, 2019, at the redemption prices set forth in the indenture. The Company may redeem some or all of the March 2022 Senior Secured Notes prior to March 15, 2019 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to March 15, 2019, the Company may redeem up to 40% of the aggregate principal amount of the March 2022 Senior Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture. The March 2024 Senior Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after March 15, 2020, at the redemption prices set forth in the indenture. The Company may redeem some or all of the March 2024 Senior Secured Notes prior to March 15, 2020 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to March 15, 2020, the Company may redeem up to 40% of the aggregate principal amount of the March 2024 Senior Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture. Upon the occurrence of a change in control (as defined in the indentures governing the Senior Secured Notes), unless the Company has exercised its right to redeem all of the notes of a series as described above, holders of the Senior Secured Notes may require the Company to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest. Senior Unsecured Notes The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the Senior Secured Credit Facilities. The Senior Unsecured Notes issued by the Company’s subsidiary Valeant are senior unsecured obligations of Valeant and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than Valeant) that is a guarantor under the Senior Secured Credit Facilities. Future subsidiaries of the Company and Valeant, if any, may be required to guarantee the Senior Unsecured Notes. If the Company experiences a change in control, the Company may be required to make an offer to repurchase each series of Senior Unsecured Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the Senior Unsecured Notes repurchased, plus accrued and unpaid interest. As part of the March 2017 Refinancing Transactions, the Company completed a tender offer to repurchase $1,100 million in aggregate principal amount of the August 2018 Senior Unsecured Notes for total consideration of approximately $1,132 million plus accrued and unpaid interest through March 20, 2017. Loss on extinguishment of debt during the three months ended March 31, 2017 associated with the repurchase of the August 2018 Senior Unsecured Notes was $36 million representing the difference between the amount paid to settle the debt and the debt’s carrying value. On July 13, 2017, the Company issued an irrevocable notice of redemption for the remaining $500 million of outstanding August 2018 Senior Unsecured Notes. These notes will be redeemed on August 15, 2017 using cash on hand. Weighted Average Stated Rate of Interest The weighted average stated rate of interest as of June 30, 2017 and December 31, 2016 was 6.06% and 5.75% , respectively. Maturities Maturities and mandatory amortization payments of long-term debt for the period July through December 2017, the five succeeding years ending December 31 and thereafter are as follows: (in millions) July through December 2017 $ 811 2018 502 2019 — 2020 5,732 2021 3,521 2022 6,987 Thereafter 11,225 Total gross maturities 28,778 Unamortized discounts (317 ) Total long-term debt $ 28,461 During the six months ended June 30, 2017 , the Company made aggregate repayments of long-term debt of $7,839 million , which consisted of (i) $6,303 million of repayments of term loans under its Senior Secured Credit Facilities, (ii) $86 million scheduled loan amortization payment of the Series F Tranche B Term Loan Facility, (iii) $350 million of Revolving Credit Facility amounts outstanding and (iv) $1,100 million of repurchased August 2018 Senior Unsecured Notes. During the six months ended June 30, 2017 , the Company incurred $6,310 million of long-term debt, in the aggregate, consisting of $3,060 million of Series F-3 Tranche B Term Loan and $3,250 million of Senior Secured Notes. Additionally, on July 3, 2017 , using the net proceeds from the Dendreon Sale , the Company repaid $811 million of its Series F Tranche B Term Loan Facility. This repayment satisfied the $811 million due during the period July through December 2017 in the table above. On July 13, 2017, the Company issued an irrevocable notice of redemption for the remaining $500 million of the August 2018 Senior Unsecured Notes. These notes will be redeemed on August 15, 2017 using cash on hand and reduces the 2018 maturities in the table above. |
PENSION AND POSTRETIREMENT EMPL
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2017 | |
Retirement Benefits [Abstract] | |
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS The Company sponsors defined benefit plans and a participatory defined benefit postretirement medical and life insurance plan, which covers certain U.S. employees and employees in certain other countries. The following table provides the components of net periodic (benefit) cost for the Company’s defined benefit pension plans and postretirement benefit plan for the three and six months ended June 30, 2017 and 2016 : Pension Benefit Plans Postretirement Benefit Plan U.S. Plan Non-U.S. Plans Three Months Ended June 30, 2017 2016 2017 2016 2017 2016 Service cost $ — $ 1 $ 1 $ — $ — $ — Interest cost 2 2 1 2 — — Expected return on plan assets (3 ) (4 ) (1 ) (1 ) — — Amortization of prior service credit — — (1 ) — (1 ) — Amortization of net loss — — 1 — — — Net periodic (benefit) cost $ (1 ) $ (1 ) $ 1 $ 1 $ (1 ) $ — Pension Benefit Plans Postretirement Benefit Plan U.S. Plan Non-U.S. Plans Six Months Ended June 30, (in millions) 2017 2016 2017 2016 2017 2016 Service cost $ 1 $ 1 $ 1 $ 1 $ — $ — Interest cost 4 4 2 3 1 1 Expected return on plan assets (6 ) (7 ) (2 ) (3 ) — — Amortization of prior service credit — — (1 ) — (2 ) (1 ) Amortization of net loss — — 1 — — — Net periodic (benefit) cost $ (1 ) $ (2 ) $ 1 $ 1 $ (1 ) $ — During the six months ended June 30, 2017 , the Company contributed $1 million , $4 million , and $2 million to the U.S. pension benefit plans, the non-U.S. pension benefit plans, and the postretirement benefit plan, respectively. The Company expects to contribute $5 million , $6 million , and $6 million to the U.S. pension benefit plans, the non-U.S. pension benefit plans, and the postretirement benefit plan in 2017 , respectively, inclusive of amounts contributed during the six months ended June 30, 2017 . |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION In May 2014, the shareholders approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Plan”) which replaced the Company’s 2011 Omnibus Incentive Plan (the “2011 Plan”) for future equity awards granted by the Company. The Company transferred the common shares available under the 2011 Plan to the 2014 Plan. The maximum number of common shares that may be issued to participants under the 2014 Plan is equal to 18,000,000 common shares, plus the number of common shares under the 2011 Plan reserved but unissued and not underlying outstanding awards and the number of common shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered under the 2011 Plan and the Company’s 2007 Equity Compensation Plan. The Company registered, in the aggregate, 20,000,000 common shares of common stock for issuance under the 2014 Plan. Approximately 6,711,000 shares were available for future grants as of June 30, 2017 . The Company uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. During the three months ended March 31, 2017, the Company introduced a new long-term incentive program with the objective to re-align the share-based awards granted to senior management with the Company’s focus on improving its tangible capital usage and allocation while maintaining focus on improving total shareholder return over the long-term. The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based restricted share units (“RSUs”) and performance-based RSUs. Performance-based RSUs are comprised of awards that vest upon achievement of certain share price appreciation conditions that are based on total shareholder return (“TSR”) and awards that vest upon attainment of certain performance targets that are based on the Company’s return on tangible capital (“ROTC”). The fair value of the ROTC performance-based RSUs is estimated based on the trading price of the Company’s common shares on the date of grant. Expense recognized for the ROTC performance-based RSUs in each reporting period reflects the Company’s latest estimate of the number of ROTC performance-based RSUs that are expected to vest. If the ROTC performance-based RSUs do not ultimately vest due to the ROTC targets not being met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The accounting policy with respect to time-based stock options, time-based RSUs and TSR performance-based RSUs is described in the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The following table summarizes the components and classification of share-based compensation expense related to stock options and RSUs for the three and six months ended June 30, 2017 and 2016 : Three Months Ended Six Months Ended (in millions) 2017 2016 2017 2016 Stock options $ 5 $ 4 $ 10 $ 7 RSUs 18 29 41 90 $ 23 $ 33 $ 51 $ 97 Research and development expenses $ 2 $ 1 $ 4 $ 3 Selling, general and administrative expenses 21 32 47 94 $ 23 $ 33 $ 51 $ 97 During the six months ended June 30, 2017 and 2016 , the Company granted approximately 1,525,000 stock options with a weighted-average exercise price of $14.27 per option and approximately 1,350,000 stock options with a weighted-average exercise price of $23.96 per option, respectively. The weighted-average fair values of all stock options granted to employees during the six months ended June 30, 2017 and 2016 were $5.99 and $13.87 , respectively. During the six months ended June 30, 2017 and 2016 , the Company granted approximately 3,425,000 time-based RSUs with a weighted-average grant date fair value of $11.68 per RSU and approximately 1,408,000 time-based RSUs with a weighted-average grant date fair value of $31.51 per RSU, respectively. During the six months ended June 30, 2017 , the Company granted approximately 416,000 performance-based RSUs, consisting of approximately 208,000 units of TSR performance-based RSUs with an average grant date fair value of $16.34 per RSU and approximately 208,000 units of ROTC performance-based RSUs with a weighted-average grant date fair value of $15.76 per RSU. During the six months ended June 30, 2016 , the Company granted approximately 1,375,000 performance-based RSUs with a weighted-average grant date fair value of $37.22 per RSU. In March 2016, the Company announced that its Board of Directors had initiated a search to identify a candidate for a new CEO to succeed the Company's then current CEO, who would continue to serve in that role until his replacement was appointed. On May 2, 2016, the Company's new CEO assumed the role, succeeding the Company's former CEO. Pursuant to the terms of his employment agreement dated January 2015, the former CEO was entitled to certain share-based awards and payments upon termination. Under his January 2015 employment agreement, the former CEO received performance-based RSUs that vest when certain market conditions (namely total shareholder return) are met at the defined dates, provided continuing employment through those dates. Under the termination provisions of his employment agreement, upon termination of the former CEO, the defined dates for meeting the market conditions of the performance-based RSUs were eliminated and, as a result, vesting was based solely on the attainment of the applicable level of total shareholder return through the date of termination and the resulting number of common shares, if any, to be awarded to the former CEO was determined on a pro-rata basis for service provided under the original performance period, with credit given for an additional year of service. As the total shareholder return at the time of the former CEO’s termination did not meet the performance threshold, no common shares were issued and no value was ultimately received by the former CEO pursuant to this performance-based RSU award. However, an incremental share-based compensation expense of $28 million was recognized during the six months ended June 30, 2016, which represents the additional year of service credit consistent with the grant date fair value calculated using a Monte Carlo Simulation Model in the first quarter of 2015, notwithstanding the fact that no value was ultimately received by the former CEO. In addition to the acceleration of his performance-based RSUs, the former CEO was also entitled to a cash severance payment of $9 million and a pro-rata annual cash bonus of approximately $2 million pursuant to his employment agreement. The cash severance payments, the pro-rata cash bonus and the associated payroll taxes were also recognized as expense in the first quarter of 2016. As of June 30, 2017 , the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs amounted to $150 million , which will be amortized over a weighted-average period of 2.28 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss were as follows: (in millions) June 30, December 31, Foreign currency translation adjustments $ (1,930 ) $ (2,074 ) Pension and postretirement benefit plan adjustments, net of tax (35 ) (34 ) $ (1,965 ) $ (2,108 ) Income taxes are not provided for foreign currency translation adjustments arising on the translation of the Company’s operations having a functional currency other than the U.S. dollar, except to the extent of translation adjustments related to the Company’s retained earnings for foreign jurisdictions in which the Company is not considered to be permanently reinvested. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 6 Months Ended |
Jun. 30, 2017 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT | RESEARCH AND DEVELOPMENT Included in Research and development are costs related to product development and quality assurance programs. Quality assurance are the costs incurred to meet evolving customer and regulatory standards. Research and development costs are as follows: Three Months Ended Six Months Ended (in millions) 2017 2016 2017 2016 Product related research and development $ 86 $ 115 $ 172 $ 210 Quality assurance 8 9 18 17 $ 94 $ 124 $ 190 $ 227 |
OTHER INCOME, NET
OTHER INCOME, NET | 6 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | OTHER INCOME, NET Other income, net for the three and six months ended June 30, 2017 and 2016 were as follows: Three Months Ended Six Months Ended (in millions) 2017 2016 2017 2016 Gain on the Skincare Sale (Note 4) $ — $ — $ (319 ) $ — Gain on the Dendreon Sale (Note 4) (73 ) — (73 ) — Net loss (gain) on other sales of assets 23 (11 ) 25 (9 ) Deconsolidation of Philidor — — — 19 Litigation and other matters 33 (35 ) 109 (33 ) Other, net (2 ) — (1 ) 2 $ (19 ) $ (46 ) $ (259 ) $ (21 ) Litigation and other matters includes amounts provided for certain matters discussed in Note 18, "LEGAL PROCEEDINGS" . During the three and six months ended June 30, 2016, included in Litigation and other matters is a favorable adjustment of $39 million made to certain legal accruals related to the investigation into Salix's pre-acquisition sales and promotional practices for the Xifaxan®, Relistor® and Apriso® products and settled during the three months ended June 30, 2016. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For interim financial statement purposes, U.S. GAAP income tax expense/benefit related to ordinary income is determined by applying an estimated annual effective income tax rate against the Company's ordinary income. Income tax expense/benefit related to items not characterized as ordinary income is recognized as a discrete item when incurred. The estimation of the Company's annual effective income tax rate requires the use of management forecasts and other estimates, a projection of jurisdictional taxable income and losses, application of statutory income tax rates, and an evaluation of valuation allowances. The Company's estimated annual effective income tax rate may be revised, if necessary, in each interim period during the year. Recovery of income taxes during the six months ended June 30, 2017 was $1,129 million and included (i) $155 million of income tax benefit for the Company's ordinary loss during the six months ended June 30, 2017 and (ii) $974 million of net income tax benefit for discrete items. The net income tax benefit for discrete items includes (i) a $1,863 million tax benefit for the establishment of a deferred tax asset on the outside basis difference between members of the Company’s U.S. consolidated tax group that is expected to be realized, (ii) a $635 million tax charge for the impact of internal restructuring transactions during the six months ended June 30, 2017 , each described below, (iii) a $234 million tax charge for the Company’s divestitures during the six months ended June 30, 2017 and (iv) a tax benefit relating to the litigation matters accrual recorded during the six months ended June 30, 2017 . To facilitate divestitures, streamline operations and simplify its legal entity structure, in 2016, the Company began a series of internal restructuring transactions that are expected to be completed in 2017. Due to aspects of the internal restructuring transactions completed during the three months ended December 31, 2016, the Company recognized a U.S. taxable gain on the transfer of a foreign subsidiary and utilized U.S. net operating losses ("NOLs") to partially offset such gain, resulting in a reduction of the related deferred tax asset. The recognition of the gain also resulted in the reversal of an existing deferred tax liability on a related outside basis difference which produced a net tax gain of $361 million during the three months ended December 31, 2016. During the six months ended June 30, 2017 , the Company recognized an additional U.S. taxable gain on the transfer of an additional interest in a foreign subsidiary, which also resulted in the reversal of an existing deferred tax liability on a related outside basis difference producing the net $635 million tax charge described above. In connection with these internal restructuring transactions and due to a decrease in its market value, the Company's top U.S. subsidiary (Biovail Americas Corporation) (“BAC”) is expecting to recognize a loss on its investment in Valeant upon liquidation of BAC in 2017. In conjunction with this liquidation, the Company was required to record a deferred tax asset of $1,543 million during the three months ended March 31, 2017 on the outside basis difference attributable to BAC’s investment in Valeant. The Company had not previously recorded deferred taxes with respect to this outside basis difference, as there was a means for its recovery in a tax-free manner. Since this outside basis difference will now be recovered in a taxable manner, this deferred tax asset and related benefit was recorded during the three months ended March 31, 2017. The activity during the three months ended June 30, 2017 resulted in an increase to this asset of $320 million . BAC’s anticipated loss in the stock of Valeant is expected to be available to offset the gains described above. The carryback of this loss will allow for the NOLs used to offset the gains detailed above to be available for use against future U.S. taxable income. The Company will record deferred tax assets associated with these NOLs and other tax attributes at such time the liquidation is completed, which the Company anticipates to be in 2017. These deferred tax assets could be material. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made. The valuation allowance against deferred tax assets was $2,113 million and $1,857 million as of June 30, 2017 and December 31, 2016 , respectively. The Company will continue to assess the need for a valuation allowance on a go-forward basis. The income tax benefit during the six months ended June 30, 2016 was $66 million , and included (i) $66 million related to the expected tax benefit in tax jurisdictions outside of Canada and (ii) an income tax provision of an immaterial amount related to Canadian income taxes. During the six months ended June 30, 2016, the Company’s effective tax rate was different from the Company’s statutory Canadian tax rate due to tax expense generated from the Company’s annualized mix of earnings by jurisdiction, the discrete treatment of an adjustment to the accrual established for legal expenses and a significant impairment of an intangible asset, the recording of valuation allowance on entities for which no tax benefit of losses is expected and the quarterly accrual of interest on uncertain tax positions. As of June 30, 2017 and December 31, 2016 , the Company had $499 million and $423 million of unrecognized tax benefits, which included $42 million and $39 million , respectively, relating to interest and penalties. Of the total unrecognized tax benefits as of June 30, 2017 , $262 million would reduce the Company’s effective tax rate, if recognized. The Company anticipates that an immaterial amount of unrecognized tax benefits may be resolved within the next 12 months. The Company continues to be under examination by the Canada Revenue Agency ("CRA"). The Company’s position with regard to proposed audit adjustments has not changed as of June 30, 2017 and the total proposed adjustment continues to result in a loss of tax attributes which are subject to a full valuation allowance. The Company’s U.S. consolidated federal income tax return for the 2013 and 2014 tax years continues to be under examination by the Internal Revenue Service. The Company's U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2002 to 2015. The Company’s subsidiaries in Australia are under audit by the Australian Tax Office for various years beginning in 2010. On August 8, 2017, the Australian Tax Office issued a notice of assessment for the tax years 2011 through 2017 in the aggregate amount of $117 million , which includes penalties and interest. The Company disagrees with the assessment and continues to believe that its tax positions are appropriate and supported by the facts, circumstances and applicable laws. The Company intends to defend its tax position in this matter vigorously. Certain affiliates of the Company in regions outside of Canada, the U.S. and Australia are currently under examination by relevant taxing authorities, and all necessary accruals have been recorded, including uncertain tax benefits. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company's consolidated financial statements. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | (LOSS) EARNINGS PER SHARE (Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc. for the three and six months ended June 30, 2017 and 2016 were calculated as follows: Three Months Ended Six Months Ended (in millions, except per share amounts) 2017 2016 2017 2016 Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. $ (38 ) $ (302 ) $ 590 $ (676 ) Basic weighted-average number of common shares outstanding 350.1 345.0 350.0 344.9 Diluted effect of stock options, RSUs and other — — 0.9 — Diluted weighted-average number of common shares outstanding 350.1 345.0 350.9 344.9 (Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc.: Basic $ (0.11 ) $ (0.88 ) $ 1.69 $ (1.96 ) Diluted $ (0.11 ) $ (0.88 ) $ 1.68 $ (1.96 ) During the three months ended June 30, 2017 and three months and six months ended June 30, 2016, all potential common shares issuable for stock options and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive. The three months and six months ended June 30, 2016 calculation of diluted weighted-average number of common shares excludes excess tax benefits and tax deficiencies in the calculation of assumed proceeds under the treasury stock method prospectively effective January 1, 2016 due to the adoption of FASB guidance issued in 2016. Accordingly, the diluted weighted-average number of common shares outstanding previously reported increased by 0.3 million for the six months ended June 30, 2016. The dilutive effect of potential common shares issuable for stock options and RSUs on the weighted-average number of common shares outstanding would have been as follows: (in millions) Three months ended June 30, 2017 Three months ended June 30, 2016 Six months ended June 30, 2016 Basic weighted-average number of common shares outstanding 350.1 345.0 344.9 Diluted effect of stock options, RSUs and other 1.3 4.1 4.8 Diluted weighted-average number of common shares outstanding 351.4 349.1 349.7 During the three and six months ended June 30, 2017 , stock options, time-based RSUs and performance-based RSUs to purchase approximately 8,655,000 common shares of the Company, for both periods, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method, compared with 7,075,000 and 6,854,000 common shares in both of the corresponding periods of 2016. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | LEGAL PROCEEDINGS From time to time, the Company becomes involved in various legal and administrative proceedings, which include product liability, intellectual property, commercial, antitrust, governmental and regulatory investigations, related private litigation and ordinary course employment-related issues. From time to time, the Company also initiates actions or files counterclaims. The Company could be subject to counterclaims or other suits in response to actions it may initiate. The Company believes that the prosecution of these actions and counterclaims is important to preserve and protect the Company, its reputation and its assets. Certain of these proceedings and actions are described below. On a quarterly basis, the Company evaluates developments in legal proceedings, potential settlements and other matters that could increase or decrease the amount of the liability accrued. As of June 30, 2017 , the Company's consolidated balance sheet includes accrued loss contingencies of $162 million related to matters which are both probable and reasonably estimable. For all other matters, unless otherwise indicated, the Company cannot reasonably predict the outcome of these legal proceedings, nor can it estimate the amount of loss, or range of loss, if any, that may result from these proceedings. An adverse outcome in certain of these proceedings could have a material adverse effect on the Company’s business, financial condition and results of operations, and could cause the market value of its common shares and/or debt securities to decline. Governmental and Regulatory Inquiries Letter from the U.S. Department of Justice Civil Division and the U.S. Attorney’s Office for the Eastern District of Pennsylvania The Company has received a letter dated September 10, 2015 from the U.S. Department of Justice Civil Division and the U.S. Attorney’s Office for the Eastern District of Pennsylvania stating that they are investigating potential violations of the False Claims Act arising out of Biovail Pharmaceuticals, Inc.'s treatment of certain service fees under agreements with wholesalers when calculating and reporting Average Manufacturer Prices in connection with the Medicaid Drug Rebate Program. The letter requests that the Company voluntarily produce documents and information relating to the investigation. The Company produced certain documents and clarifying information in response to the government’s request and is cooperating with the government’s investigation. The Company cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of these investigations. U.S. Department of Justice Investigation On September 15, 2015, Bausch & Lomb International, Inc. (“B&L International”) received a subpoena from the Criminal Division of the U.S. Department of Justice regarding agreements and payments between Bausch & Lomb Holdings Incorporated and its subsidiaries (“B&L”) and medical professionals related to its surgical products Crystalens® IOL and Victus® femtosecond laser platform. The government has indicated that the subpoena was issued in connection with a criminal investigation into possible violations of Federal health care laws. B&L International produced certain documents in response to the subpoena and is cooperating with the investigation. The Company cannot predict with certainty the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of this investigation; however, the Company believes that this matter will be resolved in the near future. Investigation by the U.S. Attorney's Office for the District of Massachusetts In October 2015, the Company received a subpoena from the U.S. Attorney's Office for the District of Massachusetts, and, in June 2016, the Company received a follow up subpoena. The materials requested, pursuant to the subpoenas and follow-up requests, include documents and witness interviews with respect to the Company’s patient assistance programs and contributions to patient assistance organizations that provide financial assistance to Medicare patients taking products sold by the Company, and the Company’s pricing of its products. The Company is cooperating with this investigation. The Company cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of this investigation. Investigation by the U.S. Attorney's Office for the Southern District of New York In October 2015, the Company received a subpoena from the U.S. Attorney's Office for the Southern District of New York. The materials requested, pursuant to the subpoena and follow-up requests, include documents and witness interviews with respect to the Company’s patient assistance programs; its former relationship with Philidor and other pharmacies; the Company’s accounting treatment for sales by specialty pharmacies; information provided to the Centers for Medicare and Medicaid Services; the Company’s pricing (including discounts and rebates), marketing and distribution of its products; the Company’s compliance program; and employee compensation. The Company is cooperating with this investigation. The Company cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of this investigation. SEC Investigation Beginning in November 2015, the Company has received from the staff of the Los Angeles Regional Office of the SEC subpoenas for documents, as well as various document, testimony and interview requests, related to its investigation of the Company, including requests concerning the Company's former relationship with Philidor, its accounting practices and policies, its public disclosures and other matters. The Company is cooperating with the SEC in this matter. The Company cannot predict the outcome or the duration of the SEC investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of the SEC investigation. Investigation by the State of North Carolina Department of Justice In the beginning of March 2016, the Company received an investigative demand from the State of North Carolina Department of Justice. The materials requested relate to the Company's Nitropress®, Isuprel® and Cuprimine® products, including documents relating to the production, marketing, distribution, sale and pricing of, and patient assistance programs covering, such products, as well as issues relating to the Company's pricing decisions for certain of its other products. The Company is cooperating with this investigation. The Company cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of this investigation. Request for Information from the AMF On April 12, 2016, the Company received a request letter from the Autorité des marchés financiers (the “AMF”) requesting documents concerning the work of the Company’s ad hoc committee of independent directors (the “Ad Hoc Committee”) (established to review certain allegations regarding the Company’s former relationship with Philidor and related matters), the Company’s former relationship with Philidor, the Company's accounting practices and policies and other matters. The Company is cooperating with the AMF in this matter. The Company has not received any notice of investigation from the AMF, and the Company cannot predict whether any investigation will be commenced by the AMF or, if commenced, whether any enforcement action against the Company would result from any such investigation. Investigation by the California Department of Insurance On or about September 16, 2016, the Company received an investigative subpoena from the California Department of Insurance. The materials requested include documents concerning the Company’s former relationship with Philidor and certain California-based pharmacies, the marketing and distribution of its products in California, the billing of insurers for its products being used by California residents, and other matters. The Company is cooperating with this investigation. The Company cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of this investigation. Investigation by the State of Texas On May 27, 2014, the State of Texas served Bausch & Lomb Incorporated (“B&L Inc.”) with a Civil Investigative Demand concerning various price reporting matters relating to the State's Medicaid program and the amounts the State paid in reimbursement for B&L products for the period from 1995 to the date of the Civil Investigative Demand. The Company and B&L Inc. have cooperated fully with the State's investigation and have produced all of the documents requested by the State. In April 2016, the State sent B&L Inc. a demand letter claiming damages in the amount of $20 million . The Company and B&L Inc. have evaluated the letter and disagree with the allegations and methodologies set forth in the letter. The Company and B&L Inc. have responded to the State and are awaiting further response from the State. California Department of Insurance Investigation On May 4, 2016, B&L International received from the Office of the California Insurance Commissioner an administrative subpoena to produce books, records and documents. On September 1, 2016, a revised and corrected subpoena, issued to B&L Inc., was received naming that entity in place of B&L International and seeking additional books records and documents. The requested books, records and documents are being requested in connection with an investigation by the California Department of Insurance and relate to, among other things, consulting agreements and financial arrangements between B&L and healthcare professionals in California, the provision of ocular equipment, including the Victus® femtosecond laser platform, by B&L to healthcare professionals in California and prescribing data for prescriptions written by healthcare professionals in California for certain of B&L’s products, including the Crystalens®, Lotemax®, Besivance® and Prolensa®. B&L Inc. and the Company are cooperating with the investigation. The Company cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of this investigation. Securities and Other Class Actions Allergan Shareholder Class Actions On December 16, 2014, Anthony Basile, an alleged shareholder of Allergan filed a lawsuit on behalf of a putative class of Allergan shareholders against the Company, Valeant, AGMS, Pershing Square, PS Management, GP, LLC, PS Fund 1 and William A. Ackman in the U.S. District Court for the Central District of California (Basile v. Valeant Pharmaceuticals International, Inc., et al., Case No. 14-cv-02004-DOC). On June 26, 2015, lead plaintiffs the State Teachers Retirement System of Ohio, the Iowa Public Employees Retirement System and Patrick T. Johnson filed an amended complaint against the Company, Valeant, J. Michael Pearson, Pershing Square, PS Management, GP, LLC, PS Fund 1 and William A. Ackman. The amended complaint alleges claims on behalf of a putative class of sellers of Allergan securities between February 25, 2014 and April 21, 2014, against all defendants contending that various purchases of Allergan securities by PS Fund were made while in possession of material, non-public information concerning a potential tender offer by the Company for Allergan stock, and asserting violations of Section 14(e) of the Exchange Act and rules promulgated by the SEC thereunder and Section 20A of the Exchange Act. The amended complaint also alleges violations of Section 20(a) of the Exchange Act against Pershing Square, various Pershing Square affiliates, William A. Ackman and J. Michael Pearson. The amended complaint seeks, among other relief, money damages, equitable relief, and attorneys’ fees and costs. On August 7, 2015, the defendants moved to dismiss the amended complaint in its entirety, and, on November 9, 2015, the Court denied that motion. On March 15, 2017, the Court entered an order certifying a plaintiff class comprised of persons who sold Allergan common stock contemporaneously with purchases of Allergan common stock made or caused by defendants during the period February 25, 2014 through April 21, 2014. On March 28, 2017, defendants filed a motion with the U.S. Court of Appeals for the Ninth Circuit requesting permission to appeal from the class certification order and on June 12, 2017, the Ninth Circuit denied that request. On July 10, 2017, the plaintiffs moved for partial summary judgment, and the defendants cross-moved for summary judgment. Those motions remain pending. Trial has been scheduled to start on January 30, 2018 in this matter. The Company intends to vigorously defend these matters. On June 28, 2017, Timber Hill LLC, a Connecticut limited liability company that allegedly traded in Allergan derivative instruments, filed a lawsuit on behalf of a putative class of derivative traders against the Company, Valeant, AGMS, Michael Pearson, Pershing Square, PS Management, GP, LLC, PS Fund 1 and William A. Ackman in the U.S. District Court for the Central District of California (Timber Hill LLC v. Pershing Square Capital Management, L.P., et al., Case No. 17-cv-04776-DOC). The complaint alleges claims on behalf of a putative class of investors who sold Allergan call options, purchased Allergan put options and/or sold Allergan equity forward contracts between February 25, 2014 and April 21, 2014, against all defendants contending that various purchases of Allergan securities by PS Fund were made while in possession of material, non-public information concerning a potential tender offer by the Company for Allergan stock, and asserting violations of Section 14(e) of the Exchange Act and rules promulgated by the SEC thereunder and Section 20A of the Exchange Act. The complaint also alleges violations of Section 20(a) of the Exchange Act against Pershing Square, various Pershing Square affiliates, William A. Ackman and Michael Pearson. The complaint seeks, among other relief, money damages, equitable relief, and attorneys’ fees and costs. On July 25, 2017, the Court decided not to consolidate this lawsuit with the Basile action described above. Trial has been scheduled for October 2018 in this matter. On February 10, 2017, the Company, Valeant (together, the “Valeant Co Parties”) and J. Michael Pearson (together, the “Valeant Parties”) and Pershing Square Capital Management, L.P., Pershing Square Holdings, Ltd., Pershing Square International, Ltd., Pershing Square, L.P., Pershing Square II, L.P., PS Management GP, LLC, PS Fund 1, LLC, Pershing Square GP, LLC (together, “Pershing Square”), and William A. Ackman (“Ackman” and, together with Pershing Square, the “Pershing Square Parties”) entered into a litigation management agreement (the “Litigation Management Agreement”), pursuant to which the parties agreed to certain provisions with respect to the management of this litigation, including all cases currently consolidated with the Basile action described above and any opt-out litigation or individual actions brought by members of the putative class in the consolidated Basile action asserting the same or similar allegations or claims (collectively, the “Allergan Litigation”), including the following: • In respect of any settlement relating to the Allergan Litigation that receives the mutual consent of both the Valeant Parties and the Pershing Square Parties, the payments in connection with such settlement will be paid 60% by the Valeant Co Parties and 40% by the Pershing Square Parties. The agreement does not provide for any allocation of costs in a settlement that is not consented to by both parties; • The first $10 million in legal fees and litigation expenses incurred by the Valeant Parties and the Pershing Square Parties after the date of the Litigation Management Agreement in connection with the Allergan Litigation will be paid 50% by the Valeant Co Parties and 50% by the Pershing Square Parties; and • The Litigation Management Agreement will terminate on November 1, 2017 if a stipulation of settlement with regards to the current consolidated Basile action has not been executed by that date (unless the Litigation Management Agreement is extended by mutual written agreement of the Valeant Parties and the Pershing Square Parties). In addition to the agreements set out above with respect to the Allergan Litigation, the Litigation Management Agreement includes an undertaking by the Pershing Square Parties to forbear from commencing any action or actions that arise out of, or relate to, the claims alleged or facts asserted in the Allergan Litigation or to the purchase or acquisition of, or transactions with respect to, the Company’s securities against any of the Valeant Parties from February 3, 2017 until the date that is thirty days after the termination of the Litigation Management Agreement. Any statute of limitations applicable to such actions or tolled claims is suspended during this period. If the Litigation Management Agreement is terminated pursuant to its terms, the parties will meet and discuss whether any tolled claims should be submitted to confidential arbitration or mediation. Furthermore, in connection with the entrance into the Litigation Management Agreement, on February 10, 2017, the Valeant Parties and the Pershing Square Parties entered into a mutual release of claims (the “Mutual Release”). The Mutual Release will go into effect upon the later of satisfaction of the payment obligations that each party would have in connection with any settlement of the current consolidated Basile action pursuant to the Litigation Management Agreement described above and the date of entry of final judgment, and will not occur if the Litigation Management Agreement is terminated. If the Mutual Release becomes effective, each party will release the other parties and their respective attorneys, accountants, financial advisors, lenders and securities underwriters (in their capacities as such and to the extent they provide a mutual release) from any and all claims relating to or arising out of (a) any purchase of any security of Valeant, (b) any one or more of the claims asserted in and/or the facts alleged in (i) the Allergan Litigation, (ii) a putative class action on behalf of purchasers of Valeant securities captioned In re Valeant Pharmaceuticals International Inc. Securities Litigation, Case 3:15-cv-07658- MAS-LHG, currently pending in the United States District Court for the District of New Jersey (the “U.S. Class Action”), (iii) certain enumerated individual actions and/or (iv) certain enumerated actions in Canada, or (c) the Valeant business. In addition, each party covenants not to sue the other parties with respect to any claims covered by the Mutual Release upon the effectiveness of the Mutual Release. Each party also covenants not to sue the other parties’ attorneys, accountants, financial advisors, lenders and securities underwriters (in their capacities as such) with respect to any of the claims covered by the Mutual Release from the date of the signing of the Mutual Release, except to the extent that (i) a claim has been asserted against such party by any such attorney, accountant, financial advisor, lender and/or securities underwriter or (ii) the Litigation Management Agreement has been terminated in accordance with its terms. Valeant U.S. Securities Litigation From October 22, 2015 to October 30, 2015, four putative securities class actions were filed in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. Those four actions, captioned Potter v. Valeant Pharmaceuticals International, Inc. et al. (Case No. 15-cv-7658), Chen v. Valeant Pharmaceuticals International, Inc. et al. (Case No. 15-cv-7679), Yang v. Valeant Pharmaceuticals International, Inc. et al. (Case No. 15-cv-7746), and Fein v. Valeant Pharmaceuticals International, Inc. et al. (Case No. 15-cv-7809), all asserted securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) on behalf of putative classes of persons who purchased or otherwise acquired the Company’s stock during various time periods between February 28, 2014 and October 21, 2015. The allegations relate to, among other things, allegedly false and misleading statements and/or failures to disclose information about the Company’s business and prospects, including relating to drug pricing, the Company’s use of specialty pharmacies, and the Company’s relationship with Philidor. On May 31, 2016, the Court entered an order consolidating the four actions under the caption In re Valeant Pharmaceuticals International, Inc. Securities Litigation, Case No. 3:15-cv-07658, and appointing a lead plaintiff and lead plaintiff’s counsel. On June 24, 2016, the lead plaintiff filed a consolidated complaint naming additional defendants and asserting additional claims based on allegations of false and misleading statements and/or omissions similar to those in the initial complaints. Specifically, the consolidated complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act against the Company, and certain current or former officers and directors, as well as claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”) against the Company, certain current or former officers and directors, and certain other parties. The lead plaintiff seeks to bring these claims on behalf of a putative class of persons who purchased the Company’s equity securities and senior notes in the United States between January 4, 2013 and March 15, 2016, including all those who purchased the Company’s securities in the United States in the Company’s debt and stock offerings between July 2013 to March 2015. On September 13, 2016, the Company and the other defendants moved to dismiss the consolidated complaint. Briefing on the Company's motion was completed on January 13, 2017. On April 28, 2017, the Court dismissed certain claims arising out of the Company's private placement offerings and otherwise denied the motions to dismiss. Defendants' answers to the consolidated complaint were filed on June 12, 2017. In addition to the consolidated putative class action, ten groups of individual investors in the Company’s stock and debt securities have filed securities actions in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. These actions are captioned: T. Rowe Price Growth Stock Fund, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-5034); Equity Trustees Limited as Responsible Entity for T. Rowe Price Global Equity Fund v. Valeant Pharmaceuticals International Inc. (Case No. 16-cv-6127); Principal Funds, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-6128); BloombergSen Partners Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7212); Discovery Global Citizens Master Fund, Ltd. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7321); MSD Torchlight Partners, L.P. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7324); BlueMountain Foinaven Master Fund, L.P. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7328); Incline Global Master LP v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7494); VALIC Company I v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7496); and Janus Aspen Series v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7497) (“Janus Aspen”). These individual shareholder actions assert claims under Sections 10(b), 18, and 20(a) of the Exchange Act, Sections 11, 12(a)(2), and 15 of the Securities Act, and negligent misrepresentation under state law, based on alleged purchases of Valeant stock, options, and/or debt at various times between January 4, 2013 and August 10, 2016. The allegations in the complaints are similar to those made by plaintiffs in the putative class action. Plaintiffs in the Janus Aspen action amended the complaint on April 28, 2017. Defendants filed motions for partial dismissal in the ten individual actions on June 16, 2017. Briefing of those motions is expected to be completed on August 25, 2017. The Company believes the individual complaints and the consolidated putative class action are without merit and intends to defend itself vigorously. Canadian Securities Class Actions In 2015, six putative class actions were filed and served against the Company in Canada in the provinces of British Columbia, Ontario and Quebec. These actions are captioned: (a) Alladina v. Valeant, et al. (Case No. S-1594B6) (Supreme Court of British Columbia) (filed November 17, 2015); (b) Kowalyshyn v. Valeant, et al. (CV-15-540593-00CP) (Ontario Superior Court) (filed November 16, 2015); (c) Kowalyshyn et al. v. Valeant, et al. (CV-15-541082-00CP (Ontario Superior Court) (filed November 23, 2015); (d) O’Brien v. Valeant et al. (CV-15-543678-00CP) (Ontario Superior Court) (filed December 30, 2015); (e) Catucci v. Valeant, et al. (Court File No. 540-17-011743159) (Quebec Superior Court) (filed October 26, 2015); and (f) Rousseau-Godbout v. Valeant, et al. (Court File No. 500-06-000770-152) (Quebec Superior Court) (filed October 27, 2015). The Alladina, Kowalyshyn, O’Brien, Catucci and Rousseau-Godbout actions also name, among others, certain current or former directors and officers of the Company. The Rosseau-Godbout action was subsequently stayed by the Quebec Superior Court by consent order. Each of the five remaining actions alleges violations of Canadian provincial securities legislation on behalf of putative classes of persons who purchased or otherwise acquired securities of the Company for periods commencing as early as January 1, 2013 and ending as late as November 16, 2015. The alleged violations relate to, among other things, alleged misrepresentations and/or failures to disclose material information about the Company’s business and prospects, relating to drug pricing, the Company’s policies and accounting practices, the Company’s use of specialty pharmacies and, in particular, the Company’s relationship with Philidor. The Alladina, Kowalyshyn and O’Brien actions also assert common law claims for negligent misrepresentation, and the Alladina claim additionally asserts common law negligence, conspiracy, and claims under the British Columbia Business Corporations Act, including the statutory oppression remedies in that legislation. The Catucci action asserts claims under the Quebec Civil Code, alleging the Company breached its duty of care under the civil standard of liability contemplated by the Code. The Company is aware of two additional putative class actions that have been filed with the applicable court but which have not yet been served on the Company. These actions are captioned: (i) Okeley v. Valeant, et al. (Case No. S-159991) (Supreme Court of British Columbia) (filed December 2, 2015); and (ii) Sukenaga v Valeant et al. (CV-15-540567-00CP) (Ontario Superior Court) (filed November 16, 2015), and the factual allegations made in these actions are substantially similar to those outlined above. The Company has been advised that the plaintiffs in these actions do not intend to pursue the actions. The Company expects that certain of these actions will be consolidated or stayed prior to proceeding to motions for leave and certification and that no more than one action will proceed in any jurisdiction. In particular, on June 10, 2016, the Ontario Superior Court of Justice rendered its decision on carriage motions (motions held to determine who will have carriage of the class action) heard on April 8, 2016, provisionally staying the O'Brien action, in favor of the Kowalyshyn action. On September 15, 2016, in response to an arrangement between the plaintiffs in the Kowalyshyn action and the O’Brien action, the court ordered both that the Kowalyshyn action be consolidated with the O’Brien action and that the consolidated action be stayed in favor of the Catucci action pending either the further order of the Ontario court or the determination of the motion for leave in the Catucci action. In the Catucci action, motions for leave under the Quebec Securities Act and for authorization as a class proceeding were heard the week of April 24, 2017, with the motion judge reserving her decision. Prior to that hearing, the parties resolved applications by the defendants concerning jurisdiction and class composition, with the plaintiffs agreeing to revise the definition of the proposed class to exclude claims in respect of Valeant securities purchased in the United States. The Company believes that it has viable defenses in each of these actions. In each case, the Company intends to defend itself vigorously. RICO Class Actions Between May 27, 2016 and September 16, 2016, three virtually identical actions were filed in the U.S. District Court for the District of New Jersey against the Company and various third parties, alleging claims under the federal Racketeer Influenced Corrupt Organizations Act (“RICO”) on behalf of a putative class of certain third party payors that paid claims submitted by Philidor for certain Valeant branded drugs between January 2, 2013 and November 9, 2015 (Airconditioning and Refrigeration Industry Health and Welfare Trust Fund et al. v. Valeant Pharmaceuticals International. Inc. et al., No. 3:16-cv-03087, Plumbers Local Union No. 1 Welfare Fund v. Valeant Pharmaceuticals International Inc. et al., No. 3:16-cv-3885 and N.Y. Hotel Trades Council et al v. Valeant Pharmaceuticals International. Inc. et al., No. 3:16-cv-05663). On November 30, 2016, the Court entered an order consolidating the three actions under the caption In re Valeant Pharmaceuticals International, Inc. Third-Party Payor Litigation , No. 3:16-cv-03087. A consolidated class action complaint was filed on December 14, 2016. The consolidated complaint alleges, among other things, that the Defendants committed predicate acts of mail and wire fraud by submitting or causing to be submitted prescription reimbursement requests that misstated or omitted facts regarding (1) the identity and licensing status of the dispensing pharmacy; (2) the resubmission of previously denied claims; (3) patient co-pay waivers; (4) the availability of generic alternatives; and (5) the insured’s consent to renew the prescription. The complaint further alleges that these acts constitute a pattern of racketeering or a racketeering conspiracy in violation of the RICO statute and caused plaintiffs and the putative class unspecified damages, which may be trebled under the RICO statute. The Company moved to dismiss the consolidated complaint on February 13, 2017. Briefing of the motion was completed on May 17, 2017. That motion remains pending. On March 14, 2017, other defendants filed a motion to stay the RICO class action pending the resolution of criminal proceedings against Andrew Davenport and Gary Tanner. The Company did not oppose the motion to stay. The Company believes these claims are without merit and intends to defend itself vigorously. Antitrust Solodyn® Antitrust Class Actions Beginning in July 2013, a number of civil antitrust class action suits were filed against Medicis Pharmaceutical Corporation (“Medicis”), Valeant Pharmaceuticals International, Inc. (“VPII”) and various manufacturers of generic forms of Solodyn, alleging that the defendants engaged in an anticompetitive scheme to exclude competition from the market for minocycline hydrochloride extended release tablets, a prescription drug for the treatment of acne marketed by Medicis under the brand name, Solodyn. The plaintiffs in such suits alleged violations of Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1, 2, and of various state antitrust and consumer protection laws, and further alleged that the defendants have been unjustly enr |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Reportable Segments During the third quarter of 2016, the Company’s CEO, who is the Company’s Chief Operating Decision Maker, commenced managing the business differently through changes in and reorganizations to the Company’s business structure, including changes to its operating and reportable segments, which necessitated a realignment of the Company's historical segment structure. Pursuant to this change, which was effective in the third quarter of 2016, the Company operates in three operating and reportable segments: (i) Bausch + Lomb/International, (ii) Branded Rx and (iii) U.S. Diversified Products. Effective for the first quarter of 2017, revenues and profits from the Company's operations in Canada, included in the Branded Rx segment in prior periods, are included in the Bausch + Lomb/International segment. Prior period presentations of segment revenues, segment profits and segment assets have been recast to conform to the current segment reporting structure. The following is a brief description of the Company’s segments: • The Bausch + Lomb/International segment consists of: (i) sales in the U.S. of pharmaceutical products, OTC products and medical device products, primarily comprised of Bausch + Lomb products, with a focus on the Vision Care, Surgical, Consumer and Ophthalmology Rx products and (ii) sales in Canada, Europe, Asia, Australia and New Zealand, Latin America, Africa and the Middle East of branded pharmaceutical products, branded generic pharmaceutical products, OTC products, medical device products, and Bausch + Lomb products. • The Branded Rx segment consists of sales in the U.S. of: (i) Salix products, (ii) dermatological products, (iii) branded pharmaceutical products, branded generic pharmaceutical products, OTC products and medical device products and (iv) oncology, dentistry and women’s health products. • The U.S. Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products, OTC products and medical device products in the areas of neurology and certain other therapeutic classes, including aesthetics (which includes the Solta and Obagi businesses) and (ii) generic products. Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as amortization of intangible assets, asset impairments, in-process research and development costs, restructuring and integration costs, acquisition-related contingent consideration costs and other (income) expense are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance. Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, expenses, gains and losses related to the overall management of the Company, which are not allocated to the other business segments. In addition, a portion of share-based compensation is considered a corporate cost, since the amount of such expense depends on Company-wide performance rather than the operating performance of any single segment. Prior period segment financial information has been recast to conform to current segment presentation. Segment Revenues and Profits Segment revenues and profits for the three and six months ended June 30, 2017 and 2016 were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2017 2016 2017 2016 Revenues: Bausch + Lomb/International $ 1,241 $ 1,277 $ 2,391 $ 2,423 Branded Rx 636 653 1,240 1,318 U.S. Diversified Products 356 490 711 1,051 2,233 2,420 4,342 4,792 Segment profits: Bausch + Lomb/International 377 382 710 691 Branded Rx 341 337 667 594 U.S. Diversified Products 255 384 519 848 973 1,103 1,896 2,133 Corporate (139 ) (136 ) (306 ) (340 ) Amortization of intangible assets (623 ) (673 ) (1,258 ) (1,351 ) Asset impairments (85 ) (230 ) (223 ) (246 ) Restructuring and integration costs (18 ) (20 ) (36 ) (58 ) Acquired in-process research and development costs (1 ) (2 ) (5 ) (3 ) Acquisition-related contingent consideration 49 (7 ) 59 (9 ) Other income, net 19 46 259 21 Operating income 175 81 386 147 Interest income 3 2 6 3 Interest expense (459 ) (472 ) (933 ) (899 ) Loss on extinguishment of debt — — (64 ) — Foreign exchange and other 39 12 68 6 Loss before recovery of income taxes $ (242 ) $ (377 ) $ (537 ) $ (743 ) Segment Assets Total assets by segment were as follows: (in millions) June 30, December 31, Assets: Bausch + Lomb/International $ 16,129 $ 16,201 Branded Rx 19,407 21,143 U.S. Diversified Products 5,229 5,820 40,765 43,164 Corporate 968 365 Total assets $ 41,733 $ 43,529 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Debt Repayment On July 3, 2017 , the Company repaid $811 million of its Series F Tranche B Term Loan Facility. Notice of Redemption On July 13, 2017, the Company issued an irrevocable notice of redemption for the remaining $500 million of outstanding 6.75% Senior Unsecured Notes due August 2018. These notes will be redeemed on August 15, 2017 using cash on hand. Divestiture On July 17, 2017, the Company announced it entered into a definitive agreement to sell its Obagi specialty skin care pharmaceutical business for $190 million in cash. See Note 4, "DIVESTITURES" . |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared by the Company in United States dollars and in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these notes to the unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the U.S. Securities and Exchange Commission (the “SEC”). The unaudited consolidated financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited consolidated financial statements for the year ended December 31, 2016 . The unaudited consolidated financial statements reflect all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods. |
Use of Estimates | In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted. |
Principles of Consolidation | The unaudited consolidated financial statements include the accounts of the Company and those of its subsidiaries. All significant intercompany transactions and balances have been eliminated. |
Reclassifications | Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |
Adoption of New Accounting Standards and Recently Issued Accounting Standards, Not Adopted as of June 30, 2017 | In October 2016, the Financial Accounting Standards Board (the "FASB") amended the guidance as to how a reporting entity that is the single decision maker of a variable interest entity ("VIE") should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amended guidance was effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this amended guidance as of January 1, 2017 which did not have a material impact on the presentation of the Company's results of operations, cash flows or financial position. In November 2016, the FASB issued guidance which requires entities to include restricted cash in cash and cash equivalent balances on the statement of cash flows and disclose a reconciliation between the balances on the statement of cash flows and the balance sheet. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Company early adopted this guidance during the interim period ended June 30, 2017 on a retrospective basis. The impact of the change was not material to the Company’s cash flows for the prior period presented. Recently Issued Accounting Standards, Not Adopted as of June 30, 2017 In May 2014, the FASB issued guidance on recognizing revenue from contracts with customers. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue model to contracts within its scope, an entity will: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In addition to these provisions, the new standard provides implementation guidance on several other topics, including the accounting for certain revenue-related costs, as well as enhanced disclosure requirements. The new guidance requires entities to disclose both quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, the FASB issued an amendment to clarify the implementation guidance around considerations whether an entity is a principal or an agent, impacting whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued an amendment to clarify guidance on identifying performance obligations and the implementation guidance on licensing. The guidance is effective for annual reporting periods beginning after December 15, 2017. Early application is permitted but not before the annual reporting period, including adoption in an interim period, beginning January 1, 2017. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. The Company continues to make progress on its project plan for adopting this guidance, which includes a detailed assessment program and a training program for its personnel. Pursuant to the project plan, the Company conducted a high level impact assessment and is in the process of completing an in-depth evaluation of the adoption impact, which involves review of selected revenue arrangements. Based on this evaluation, the Company has also commenced taking actions in identifying appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new guidance. Implementation of such changes is scheduled to commence in the latter part of the third quarter of 2017. Based on the assessment completed to date, the Company did not identify any area that may result in a significant adoption impact; however, the Company is still finalizing the assessment, including evaluating the additional disclosure requirements. The Company preliminarily concluded that it will adopt the new guidance using the modified approach, under which the new guidance will be adopted retrospectively with the cumulative effect of initial application of the guidance recognized on the date of initial application (which is January 1, 2018). In February 2016, the FASB issued guidance on leases. This guidance will increase transparency and comparability among organizations that lease buildings, equipment, and other assets by recognizing the assets and liabilities that arise from lease transactions. Current off-balance sheet leasing activities will be required to be reflected on balance sheets so that investors and other users of financial statements can more readily and accurately understand the rights and obligations associated with these transactions. Consistent with the current lease standard, the new guidance addresses two types of leases: finance leases and operating leases. Finance leases will be accounted for in substantially the same manner as capital leases are accounted for under current U.S. GAAP. Operating leases will be accounted for (both in the income statement and statement of cash flows) in a manner consistent with operating leases under existing U.S. GAAP. However, as it relates to the balance sheet, lessees will recognize lease liabilities based upon the present value of remaining lease payments and corresponding lease assets for operating leases with limited exception. The new guidance will also require lessees and lessors to provide additional qualitative and quantitative disclosures to help financial statement users assess the amount, timing, and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an organization’s leasing activities. The new guidance is effective for annual reporting periods beginning after December 15, 2018. Early application is permitted. The Company is evaluating the impact of adoption of this guidance on its financial position, results of operations and disclosures. In June 2016, the FASB issued guidance on the impairment of financial instruments requiring an impairment model based on expected losses rather than incurred losses. Under this guidance, an entity recognizes as an allowance its estimate of expected credit losses. The guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the impact of adoption of this guidance on its financial position, results of operations and cash flows. In August 2016, the FASB issued guidance which adds or clarifies the classification of certain cash receipts and payments in the statement of cash flows (including debt repayment or debt extinguishment costs, contingent consideration payment after a business combination, and distributions received from equity method investees). The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on cash flows. In October 2016, the FASB issued guidance which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Company believes the impact of adoption will result in a material increase in deferred tax assets and equity. The Company is evaluating the impact of this increase upon adoption of this guidance on its financial position, results of operations, cash flows and disclosures. In January 2017, the FASB issued guidance which clarifies the definition of a business with the objective of assisting with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company will apply the new definition to future transactions when adopted. In January 2017, the FASB issued guidance which simplifies the subsequent measurement of goodwill by eliminating the "Step 2" from the goodwill impairment test. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company will continue to evaluate the potential impact of this guidance when adopted, which could have a significant impact on its financial position, results of operations, and disclosures, particularly in respect of the Salix reporting unit in which its carrying value exceeded its fair value as of the date of the annual goodwill impairment test in 2016. See Note 8, "INTANGIBLE ASSETS AND GOODWILL" . In May 2017, the FASB issued guidance identifying the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The guidance is effective for annual periods beginning after December 15, 2017. The Company has not modified any outstanding awards, and therefore, does not have modification accounting. The adoption of this guidance will not impact its financial position, results of operations, cash flows and disclosures. |
SIGNIFICANT ACCOUNTING POLICI28
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of prior period adjustments | The effects of the reclassifications on the statements of operations for the periods presented are as follows: Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 (in millions) As Initially Reported Reclassification As Reclassified As Initially Reported Reclassification As Reclassified Amortization of intangible assets $ 888 $ (215 ) $ 673 $ 1,582 $ (231 ) $ 1,351 Asset impairments — 230 230 — 246 246 Acquired in-process research and development costs 17 (15 ) 2 18 (15 ) 3 $ 905 $ — $ 905 $ 1,600 $ — $ 1,600 |
DIVESTITURES (Tables)
DIVESTITURES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of assets held for sale | Assets held for sale were as follows: (in millions) June 30, December 31, Current assets held for sale: Cash $ — $ 1 Trade receivables 42 86 Inventories 29 147 Other 6 27 Current assets held for sale $ 77 $ 261 Non-current assets held for sale: Intangible assets, net $ 441 $ 680 Goodwill 264 1,355 Other 4 97 Non-current assets held for sale $ 709 $ 2,132 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of components and classification of financial assets and liabilities measured at fair value | The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 : As of June 30, 2017 As of December 31, 2016 (in millions) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 742 $ 674 $ 68 $ — $ 242 $ 179 $ 63 $ — Restricted cash $ 811 $ 811 $ — $ — $ — $ — $ — $ — Liabilities: Acquisition-related contingent consideration $ (807 ) $ — $ — $ (807 ) $ (892 ) $ — $ — $ (892 ) |
Schedule of reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) | The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2017 : (in millions) Balance, January 1, 2017 $ 892 Acquisition-related contingent consideration: Accretion for the time value of money $ 35 Fair value adjustments (94 ) (59 ) Payments (26 ) Balance, June 30, 2017 807 Current portion 52 Non-current portion $ 755 |
Schedule of assets measured at fair value on a non-recurring basis | The following fair value hierarchy table presents the assets measured at fair value on a non-recurring basis: As of June 30, 2017 As of December 31, 2016 (in millions) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Non-current assets held for sale $ 179 $ — $ — $ 179 $ 38 $ — $ — $ 38 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories | The components of inventories, net of allowances for obsolescence were as follows: (in millions) June 30, December 31, Raw materials $ 270 $ 256 Work in process 155 125 Finished goods 659 680 $ 1,084 $ 1,061 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of intangible assets | The major components of intangible assets were as follows: June 30, 2017 December 31, 2016 (in millions) Gross Carrying Amount Accumulated Amortization, Including Impairments Net Carrying Amount Gross Carrying Amount Accumulated Amortization, Including Impairments Net Carrying Amount Finite-lived intangible assets: Product brands $ 20,702 $ (7,930 ) $ 12,772 $ 20,725 $ (6,883 ) $ 13,842 Corporate brands 940 (155 ) 785 999 (146 ) 853 Product rights/patents 4,259 (2,339 ) 1,920 4,240 (2,118 ) 2,122 Partner relationships 169 (150 ) 19 152 (128 ) 24 Technology and other 210 (137 ) 73 252 (160 ) 92 Total finite-lived intangible assets 26,280 (10,711 ) 15,569 26,368 (9,435 ) 16,933 Acquired IPR&D not in service 250 (1 ) 249 253 — 253 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 28,228 $ (10,712 ) $ 17,516 $ 28,319 $ (9,435 ) $ 18,884 |
Schedule of estimated aggregate amortization expense for each of the five succeeding years | Estimated amortization expense, for the remainder of 2017 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) July through December 2017 $ 1,220 2018 2,373 2019 2,157 2020 2,067 2021 1,882 2022 1,742 Thereafter 4,128 Total $ 15,569 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amounts of goodwill during the six months ended June 30, 2017 and the year ended December 31, 2016 were as follows: (in millions) Developed Markets Emerging Markets Bausch + Lomb/ International Branded Rx U.S. Diversified Products Total Balance, January 1, 2016 $ 16,141 $ 2,412 $ — $ — $ — $ 18,553 Acquisitions 1 — — — — 1 Divestiture of a portfolio of neurology medical device products (36 ) — — — — (36 ) Goodwill related to Ruconest® reclassified to assets held for sale (37 ) — — — — (37 ) Foreign exchange and other 47 (12 ) — — — 35 Impairment to goodwill of the former U.S. reporting unit (905 ) — — — — (905 ) Realignment of segment goodwill (15,211 ) (2,400 ) 6,708 7,873 3,030 — Impairment to goodwill of the Salix reporting unit — — — (172 ) — (172 ) Divestitures — — (5 ) — — (5 ) Goodwill reclassified to assets held for sale — — (947 ) (431 ) — (1,378 ) Foreign exchange and other — — (257 ) (5 ) — (262 ) Balance, December 31, 2016 — — 5,499 7,265 3,030 15,794 Realignment of segment goodwill — — 264 (264 ) — — Balance, January 1, 2017 — — 5,763 7,001 3,030 15,794 Goodwill reclassified to assets held for sale — — (16 ) (3 ) (74 ) (93 ) Foreign exchange and other — — 192 (1 ) — 191 Balance, June 30, 2017 $ — $ — $ 5,939 $ 6,997 $ 2,956 $ 15,892 |
ACCRUED AND OTHER CURRENT LIA33
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities were as follows: (in millions) 2017 2016 Product rebates $ 979 $ 897 Product returns 788 708 Interest 368 337 Income taxes payable 163 213 Legal liabilities assumed in the Salix Acquisition 56 281 Employee compensation and benefit costs 228 198 Professional fees 92 93 Litigation matters and related fees 106 7 Royalties 60 69 Acquisition-related contingent consideration 52 52 Advertising and promotion 55 50 Restructuring and integration costs 33 38 Value added tax 35 27 Deferred revenue 28 26 Deferred consideration for business acquisitions 18 18 Capital expenditures 10 17 Accrued milestones 12 12 Short-term borrowings — 6 Other 176 178 $ 3,259 $ 3,227 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Principal amounts of debt obligations and principal amounts of debt obligations net of discounts and issuance costs consists of the following: June 30, 2017 December 31, 2016 (in millions) Maturity Principal Amount Net of Discounts and Issuance Costs Principal Amount Net of Discounts and Issuance Costs Senior Secured Credit Facilities: Revolving Credit Facility April 2018 $ — $ — $ 875 $ 875 Revolving Credit Facility April 2020 525 525 — — Series A-3 Tranche A Term Loan Facility October 2018 — — 1,032 1,016 Series A-4 Tranche A Term Loan Facility April 2020 — — 668 658 Series D-2 Tranche B Term Loan Facility February 2019 — — 1,068 1,048 Series C-2 Tranche B Term Loan Facility December 2019 — — 823 805 Series E-1 Tranche B Term Loan Facility August 2020 — — 2,456 2,429 Series F Tranche B Term Loan Facility April 2022 6,610 6,472 3,892 3,815 Senior Secured Notes: 6.50% Secured Notes March 2022 1,250 1,234 — — 7.00% Secured Notes March 2024 2,000 1,974 — — Senior Unsecured Notes: 6.75% August 2018 500 498 1,600 1,593 5.375% March 2020 2,000 1,987 2,000 1,985 7.00% October 2020 690 689 690 689 6.375% October 2020 2,250 2,234 2,250 2,231 7.50% July 2021 1,625 1,614 1,625 1,613 6.75% August 2021 650 647 650 647 5.625% December 2021 900 895 900 894 7.25% July 2022 550 544 550 543 5.50% March 2023 1,000 993 1,000 992 5.875% May 2023 3,250 3,222 3,250 3,220 4.50% euro-denominated debt May 2023 1,714 1,699 1,578 1,563 6.125% April 2025 3,250 3,220 3,250 3,218 Other Various 14 14 12 12 Total long-term debt $ 28,778 28,461 $ 30,169 29,846 Less: Current portion of long-term debt and other 813 1 Non-current portion of long-term debt $ 27,648 $ 29,845 |
Schedule of effective interest rates for long-term debt | Maturities and mandatory amortization payments of long-term debt for the period July through December 2017, the five succeeding years ending December 31 and thereafter are as follows: (in millions) July through December 2017 $ 811 2018 502 2019 — 2020 5,732 2021 3,521 2022 6,987 Thereafter 11,225 Total gross maturities 28,778 Unamortized discounts (317 ) Total long-term debt $ 28,461 |
PENSION AND POSTRETIREMENT EM35
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Retirement Benefits [Abstract] | |
Components of net periodic benefit cost | The following table provides the components of net periodic (benefit) cost for the Company’s defined benefit pension plans and postretirement benefit plan for the three and six months ended June 30, 2017 and 2016 : Pension Benefit Plans Postretirement Benefit Plan U.S. Plan Non-U.S. Plans Three Months Ended June 30, 2017 2016 2017 2016 2017 2016 Service cost $ — $ 1 $ 1 $ — $ — $ — Interest cost 2 2 1 2 — — Expected return on plan assets (3 ) (4 ) (1 ) (1 ) — — Amortization of prior service credit — — (1 ) — (1 ) — Amortization of net loss — — 1 — — — Net periodic (benefit) cost $ (1 ) $ (1 ) $ 1 $ 1 $ (1 ) $ — Pension Benefit Plans Postretirement Benefit Plan U.S. Plan Non-U.S. Plans Six Months Ended June 30, (in millions) 2017 2016 2017 2016 2017 2016 Service cost $ 1 $ 1 $ 1 $ 1 $ — $ — Interest cost 4 4 2 3 1 1 Expected return on plan assets (6 ) (7 ) (2 ) (3 ) — — Amortization of prior service credit — — (1 ) — (2 ) (1 ) Amortization of net loss — — 1 — — — Net periodic (benefit) cost $ (1 ) $ (2 ) $ 1 $ 1 $ (1 ) $ — |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the components and classification of share-based compensation expense | The following table summarizes the components and classification of share-based compensation expense related to stock options and RSUs for the three and six months ended June 30, 2017 and 2016 : Three Months Ended Six Months Ended (in millions) 2017 2016 2017 2016 Stock options $ 5 $ 4 $ 10 $ 7 RSUs 18 29 41 90 $ 23 $ 33 $ 51 $ 97 Research and development expenses $ 2 $ 1 $ 4 $ 3 Selling, general and administrative expenses 21 32 47 94 $ 23 $ 33 $ 51 $ 97 |
ACCUMULATED OTHER COMPREHENSI37
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of the components of accumulated other comprehensive loss | The components of accumulated other comprehensive loss were as follows: (in millions) June 30, December 31, Foreign currency translation adjustments $ (1,930 ) $ (2,074 ) Pension and postretirement benefit plan adjustments, net of tax (35 ) (34 ) $ (1,965 ) $ (2,108 ) |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Research and Development [Abstract] | |
Summary of research and development | Research and development costs are as follows: Three Months Ended Six Months Ended (in millions) 2017 2016 2017 2016 Product related research and development $ 86 $ 115 $ 172 $ 210 Quality assurance 8 9 18 17 $ 94 $ 124 $ 190 $ 227 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of other income, net | Other income, net for the three and six months ended June 30, 2017 and 2016 were as follows: Three Months Ended Six Months Ended (in millions) 2017 2016 2017 2016 Gain on the Skincare Sale (Note 4) $ — $ — $ (319 ) $ — Gain on the Dendreon Sale (Note 4) (73 ) — (73 ) — Net loss (gain) on other sales of assets 23 (11 ) 25 (9 ) Deconsolidation of Philidor — — — 19 Litigation and other matters 33 (35 ) 109 (33 ) Other, net (2 ) — (1 ) 2 $ (19 ) $ (46 ) $ (259 ) $ (21 ) |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of earnings per share | (Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc. for the three and six months ended June 30, 2017 and 2016 were calculated as follows: Three Months Ended Six Months Ended (in millions, except per share amounts) 2017 2016 2017 2016 Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. $ (38 ) $ (302 ) $ 590 $ (676 ) Basic weighted-average number of common shares outstanding 350.1 345.0 350.0 344.9 Diluted effect of stock options, RSUs and other — — 0.9 — Diluted weighted-average number of common shares outstanding 350.1 345.0 350.9 344.9 (Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc.: Basic $ (0.11 ) $ (0.88 ) $ 1.69 $ (1.96 ) Diluted $ (0.11 ) $ (0.88 ) $ 1.68 $ (1.96 ) |
Schedule of antidilutive securities excluded from earnings per share | The dilutive effect of potential common shares issuable for stock options and RSUs on the weighted-average number of common shares outstanding would have been as follows: (in millions) Three months ended June 30, 2017 Three months ended June 30, 2016 Six months ended June 30, 2016 Basic weighted-average number of common shares outstanding 350.1 345.0 344.9 Diluted effect of stock options, RSUs and other 1.3 4.1 4.8 Diluted weighted-average number of common shares outstanding 351.4 349.1 349.7 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment revenues and profit | Segment revenues and profits for the three and six months ended June 30, 2017 and 2016 were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2017 2016 2017 2016 Revenues: Bausch + Lomb/International $ 1,241 $ 1,277 $ 2,391 $ 2,423 Branded Rx 636 653 1,240 1,318 U.S. Diversified Products 356 490 711 1,051 2,233 2,420 4,342 4,792 Segment profits: Bausch + Lomb/International 377 382 710 691 Branded Rx 341 337 667 594 U.S. Diversified Products 255 384 519 848 973 1,103 1,896 2,133 Corporate (139 ) (136 ) (306 ) (340 ) Amortization of intangible assets (623 ) (673 ) (1,258 ) (1,351 ) Asset impairments (85 ) (230 ) (223 ) (246 ) Restructuring and integration costs (18 ) (20 ) (36 ) (58 ) Acquired in-process research and development costs (1 ) (2 ) (5 ) (3 ) Acquisition-related contingent consideration 49 (7 ) 59 (9 ) Other income, net 19 46 259 21 Operating income 175 81 386 147 Interest income 3 2 6 3 Interest expense (459 ) (472 ) (933 ) (899 ) Loss on extinguishment of debt — — (64 ) — Foreign exchange and other 39 12 68 6 Loss before recovery of income taxes $ (242 ) $ (377 ) $ (537 ) $ (743 ) |
Schedule of total assets by segment | Total assets by segment were as follows: (in millions) June 30, December 31, Assets: Bausch + Lomb/International $ 16,129 $ 16,201 Branded Rx 19,407 21,143 U.S. Diversified Products 5,229 5,820 40,765 43,164 Corporate 968 365 Total assets $ 41,733 $ 43,529 |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | Jun. 30, 2017country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which entity operates (over 100 countries) | 100 |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES - Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization of intangible assets | $ 623 | $ 673 | $ 1,258 | $ 1,351 |
Asset impairments | 85 | 230 | 223 | 246 |
Operating income | $ (175) | (81) | $ (386) | (147) |
Reclassification of Asset Impairment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization of intangible assets | 673 | 1,351 | ||
Asset impairments | 230 | 246 | ||
Acquired in-process research and development costs | 2 | 3 | ||
Operating income | 905 | 1,600 | ||
Reclassification of Asset Impairment | As Initially Reported | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization of intangible assets | 888 | 1,582 | ||
Asset impairments | 0 | 0 | ||
Acquired in-process research and development costs | 17 | 18 | ||
Operating income | 905 | 1,600 | ||
Reclassification of Asset Impairment | Reclassification | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization of intangible assets | (215) | (231) | ||
Asset impairments | 230 | 246 | ||
Acquired in-process research and development costs | (15) | (15) | ||
Operating income | $ 0 | $ 0 |
ACQUISITIONS - Licensing Agreem
ACQUISITIONS - Licensing Agreement (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017business | Dec. 31, 2016business | Mar. 31, 2017USD ($) | Feb. 21, 2017USD ($) | |
Business Combinations [Abstract] | ||||
Number of business combinations | business | 0 | 1 | ||
EGP-437 | Development and Regulatory Milestones | ||||
Business Acquisition [Line Items] | ||||
Upfront payment | $ 4,000,000 | |||
Range of potential milestone payment, high | $ 34,000,000 | |||
EGP-437 | Sales Based Milestone Payments | ||||
Business Acquisition [Line Items] | ||||
Range of potential milestone payment, high | $ 65,000,000 |
DIVESTITURES - Narrative (Detai
DIVESTITURES - Narrative (Details) $ in Millions | Jul. 17, 2017USD ($) | Jun. 28, 2017USD ($) | Jun. 08, 2017USD ($) | Mar. 03, 2017USD ($) | Jun. 30, 2017USD ($)country | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)country | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Number of countries in which entity markets (more than 15 countries) | country | 100 | 100 | |||||||
Held-for-sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Other liabilities | $ 22 | $ 22 | $ 57 | ||||||
Deferred tax liabilities | 57 | ||||||||
CeraVe, AcneFree, and AMBI Skincare Brands | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Gain on sale of business | 0 | $ 0 | 319 | $ 0 | |||||
CeraVe, AcneFree, and AMBI Skincare Brands | Held-for-sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Cash consideration | $ 1,300 | ||||||||
Gain on sale of business | $ 319 | ||||||||
Dendreon Sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Gain on sale of business | $ 73 | $ 0 | $ 73 | $ 0 | |||||
Dendreon Sale | Held-for-sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Cash consideration | $ 820 | ||||||||
Gain on sale of business | $ 73 | ||||||||
iNova | Held-for-sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Cash consideration | $ 930 | ||||||||
Number of countries in which entity markets (more than 15 countries) | country | 15 | 15 | |||||||
Net assets and liabilities | $ 565 | $ 565 | $ 574 | ||||||
Obagi | Held-for-sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Net assets and liabilities | 187 | 187 | |||||||
Impairment of finite-lived intangible assets | $ 17 | $ 103 | |||||||
Obagi | Held-for-sale | Subsequent Event | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Cash consideration | $ 190 |
DIVESTITURES - Components of As
DIVESTITURES - Components of Assets Held for Sale (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets held for sale: | ||
Current assets held for sale | $ 77 | $ 261 |
Non-current assets held for sale: | ||
Non-current assets held for sale | 709 | 2,132 |
Held-for-sale | ||
Current assets held for sale: | ||
Cash | 0 | 1 |
Trade receivables | 42 | 86 |
Inventories | 29 | 147 |
Other | 6 | 27 |
Current assets held for sale | 77 | 261 |
Non-current assets held for sale: | ||
Intangible assets, net | 441 | 680 |
Goodwill | 264 | 1,355 |
Other | 4 | 97 |
Non-current assets held for sale | $ 709 | $ 2,132 |
RESTRUCTURING AND INTEGRATION47
RESTRUCTURING AND INTEGRATION COSTS - Narrative (Details) $ in Millions | 6 Months Ended | 27 Months Ended | |
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)employee | |
Other Restructuring, Integration-related and Other Costs | |||
Cost-rationalization and integration initiatives | |||
Remaining restructuring liabilities | $ 40 | $ 40 | |
Incurred restructuring costs | 30 | $ 35 | |
Restructuring payments | 44 | 39 | |
Restructuring costs integration consulting duplicate labor transition service and other | 15 | 25 | |
Business exit costs | 8 | 4 | |
Severance costs | 7 | 6 | |
Salix | |||
Cost-rationalization and integration initiatives | |||
Approximate number of employees expected to be terminated | employee | 475 | ||
Restructuring and acquisition-related costs since acquisition date | $ 273 | ||
Integration expenses related to acquisition, since acquisition date | 0 | 15 | 153 |
Restructuring expenses related to acquisition, since acquisition date | 105 | ||
Acquisition-related costs, since acquisition date | 15 | ||
Payments for integration costs | 1 | 19 | |
Incurred restructuring costs | 6 | 8 | |
Restructuring payments | 4 | $ 23 | |
Salix | Integration Costs | |||
Cost-rationalization and integration initiatives | |||
Remaining restructuring liabilities | 6 | 6 | |
Salix | Acquisition-Related Restructuring Costs | |||
Cost-rationalization and integration initiatives | |||
Remaining restructuring liabilities | $ 11 | $ 11 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Jun. 28, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Liabilities: | |||
Highly liquid investments, maturity period (in months) | 3 months | ||
Dendreon Sale | Held-for-sale | |||
Liabilities: | |||
Proceeds from sale of business | $ 820 | ||
Dendreon Sale | Held-for-sale | Restricted cash | |||
Liabilities: | |||
Proceeds from sale of business | $ 811 | ||
Recurring basis | |||
Assets: | |||
Cash equivalents | $ 742 | $ 242 | |
Restricted cash | 811 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | (807) | (892) | |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Assets: | |||
Cash equivalents | 674 | 179 | |
Restricted cash | 811 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | 0 | 0 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Cash equivalents | 68 | 63 | |
Restricted cash | 0 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | 0 | 0 | |
Recurring basis | Significant Unobservable Inputs (Level 3) | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | $ (807) | $ (892) |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Contingent Consideration Obligations (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning of the period | $ 892 |
Accretion for the time value of money and fair value adjustments | (59) |
Payments | (26) |
Balance at the end of the period | 807 |
Current portion | 52 |
Non-current portion | 755 |
Accretion for the time value of money | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Accretion for the time value of money and fair value adjustments | 35 |
Fair value adjustments | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Accretion for the time value of money and fair value adjustments | $ (94) |
FAIR VALUE MEASUREMENTS - Ass50
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured on a Non-Recurring Basis (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Assets Measured at Fair Value on a Recurring Basis | ||
Non-current assets held for sale | $ 709 | $ 2,132 |
Held-for-sale | ||
Assets Measured at Fair Value on a Recurring Basis | ||
Non-current assets held for sale | 709 | 2,132 |
Certain Businesses from Diversified Products and Bausch Lomb/International Segments | Held-for-sale | ||
Assets Measured at Fair Value on a Recurring Basis | ||
Impairment of long-lived assets | 113 | |
Nonrecurring adjustment | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets Measured at Fair Value on a Recurring Basis | ||
Non-current assets held for sale, nonrecurring | 0 | 0 |
Nonrecurring adjustment | Significant Other Observable Inputs (Level 2) | ||
Assets Measured at Fair Value on a Recurring Basis | ||
Non-current assets held for sale, nonrecurring | 0 | 0 |
Fair value of long-term debt | 27,250 | 26,297 |
Nonrecurring adjustment | Significant Unobservable Inputs (Level 3) | ||
Assets Measured at Fair Value on a Recurring Basis | ||
Non-current assets held for sale, nonrecurring | 179 | 38 |
Nonrecurring adjustment | Reported Value Measurement | ||
Assets Measured at Fair Value on a Recurring Basis | ||
Non-current assets held for sale, nonrecurring | $ 179 | $ 38 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 270 | $ 256 |
Work in process | 155 | 125 |
Finished goods | 659 | 680 |
Total Inventories | $ 1,084 | $ 1,061 |
INTANGIBLE ASSETS AND GOODWIL52
INTANGIBLE ASSETS AND GOODWILL - Major Components of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 26,280 | $ 26,368 |
Accumulated Amortization, Including Impairments | (10,711) | (9,435) |
Net Carrying Amount | 15,569 | 16,933 |
Total intangible assets | ||
Gross Carrying Amount | 28,228 | 28,319 |
Accumulated Amortization, Including Impairments | (10,712) | (9,435) |
Net Carrying Amount | 17,516 | 18,884 |
Acquired IPR&D not in service | ||
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 250 | 253 |
Accumulated Amortization, Including Impairments | (1) | 0 |
Net Carrying Amount | 249 | 253 |
Corporate brand | ||
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 1,698 | 1,698 |
Accumulated Amortization, Including Impairments | 0 | 0 |
Net Carrying Amount | 1,698 | 1,698 |
Product brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 20,702 | 20,725 |
Accumulated Amortization, Including Impairments | (7,930) | (6,883) |
Net Carrying Amount | 12,772 | 13,842 |
Corporate brand | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 940 | 999 |
Accumulated Amortization, Including Impairments | (155) | (146) |
Net Carrying Amount | 785 | 853 |
Product rights | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 4,259 | 4,240 |
Accumulated Amortization, Including Impairments | (2,339) | (2,118) |
Net Carrying Amount | 1,920 | 2,122 |
Partner relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 169 | 152 |
Accumulated Amortization, Including Impairments | (150) | (128) |
Net Carrying Amount | 19 | 24 |
Technology and other | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 210 | 252 |
Accumulated Amortization, Including Impairments | (137) | (160) |
Net Carrying Amount | $ 73 | $ 92 |
INTANGIBLE ASSETS AND GOODWIL53
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) | Oct. 01, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($)segment | Jun. 30, 2017USD ($)segment | Jun. 30, 2016segmentunit | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Aug. 31, 2016USD ($) | Mar. 31, 2016 | Dec. 31, 2015USD ($) |
Goodwill [Line Items] | ||||||||||
Number of reportable segments | segment | 3 | 2 | ||||||||
Percentage of fair value in excess of carrying value | 15.00% | |||||||||
Number of operating segments | segment | 3 | 3 | ||||||||
Impairment | $ 0 | $ 1,077,000,000 | ||||||||
Goodwill | $ 15,794,000,000 | $ 15,892,000,000 | $ 15,794,000,000 | $ 18,553,000,000 | ||||||
Developed Markets | ||||||||||
Goodwill [Line Items] | ||||||||||
Number of reporting units | unit | 4 | |||||||||
Goodwill | 0 | 0 | 0 | 16,141,000,000 | ||||||
Emerging Markets | ||||||||||
Goodwill [Line Items] | ||||||||||
Number of reporting units | unit | 3 | |||||||||
Goodwill | 0 | 0 | 0 | 2,412,000,000 | ||||||
Bausch Lomb/International, Branded Rx, and U.S. Diversified Products | ||||||||||
Goodwill [Line Items] | ||||||||||
Percentage of fair value in excess of carrying value | 15.00% | 15.00% | 15.00% | |||||||
Impairment | $ 211,000,000 | |||||||||
Goodwill | 172,000,000 | 172,000,000 | ||||||||
Adjustment to goodwill | 39,000,000 | |||||||||
Branded RX | ||||||||||
Goodwill [Line Items] | ||||||||||
Percentage of fair value in excess of carrying value | 8.00% | 5.00% | ||||||||
Goodwill | $ 897,000,000 | 7,001,000,000 | 6,997,000,000 | 7,001,000,000 | $ 897,000,000 | 0 | ||||
U.S. Diversified Products | ||||||||||
Goodwill [Line Items] | ||||||||||
Percentage of fair value in excess of carrying value | 2.00% | |||||||||
Goodwill | 3,030,000,000 | 2,956,000,000 | 3,030,000,000 | 0 | ||||||
Developed Markets, Emerging Markets, U.S. Reporting Segments | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment | 838,000,000 | |||||||||
Goodwill | 905,000,000 | 905,000,000 | ||||||||
Adjustment to goodwill | 67,000,000 | |||||||||
Bausch Lomb / International | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill | 5,763,000,000 | 5,939,000,000 | 5,763,000,000 | $ 0 | ||||||
Salix | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment | 0 | 172,000,000 | ||||||||
Goodwill | 5,128,000,000 | 5,128,000,000 | 5,128,000,000 | |||||||
Aggregate purchase price | 14,087,000,000 | 14,066,000,000 | 14,066,000,000 | |||||||
Total identifiable net assets | $ 10,319,000,000 | $ 10,409,000,000 | $ 10,409,000,000 | |||||||
Salix | Developed Markets | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment | 0 | |||||||||
Salix | Emerging Markets | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment | 0 | |||||||||
Salix | Branded RX | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment | 172,000,000 | |||||||||
Salix | U.S. Diversified Products | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment | 0 | |||||||||
Salix | Bausch Lomb / International | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment | 0 | |||||||||
Specific Product Line | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment of finite-lived intangible assets | 17,000,000 | |||||||||
Other Product Lines | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment of finite-lived intangible assets | 13,000,000 | |||||||||
Product/patent assets | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment of finite-lived intangible assets | 80,000,000 | |||||||||
Held-for-sale | Certain Businesses from Diversified Products and Bausch Lomb/International Segments | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment of long-lived assets | $ 113,000,000 | |||||||||
Adjustments | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill | 0 | 0 | ||||||||
Adjustments | Developed Markets | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill | 0 | 0 | ||||||||
Adjustments | Emerging Markets | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill | 0 | 0 | ||||||||
Adjustments | Branded RX | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill | (264,000,000) | (264,000,000) | ||||||||
Adjustments | U.S. Diversified Products | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill | 0 | 0 | ||||||||
Adjustments | Bausch Lomb / International | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill | $ 264,000,000 | $ 264,000,000 |
INTANGIBLE ASSETS AND GOODWIL54
INTANGIBLE ASSETS AND GOODWILL - Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
July through December 2017 | $ 1,220 | |
2,018 | 2,373 | |
2,019 | 2,157 | |
2,020 | 2,067 | |
2,021 | 1,882 | |
2,022 | 1,742 | |
Thereafter | 4,128 | |
Net Carrying Amount | $ 15,569 | $ 16,933 |
INTANGIBLE ASSETS AND GOODWIL55
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Amount of Goodwill (Details) - USD ($) | Oct. 01, 2016 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | $ 15,794,000,000 | $ 18,553,000,000 | $ 18,553,000,000 | ||
Acquisitions | 1,000,000 | ||||
Divestitures | (5,000,000) | ||||
Goodwill reclassified to assets held for sale | (1,378,000,000) | ||||
Foreign exchange and other | 191,000,000 | ||||
Impairment | $ 0 | $ (1,077,000,000) | |||
Realignment of segment goodwill | 0 | ||||
Balance at the end of the period | 15,892,000,000 | 15,794,000,000 | |||
Developed Markets | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 0 | 16,141,000,000 | 16,141,000,000 | ||
Acquisitions | 1,000,000 | ||||
Goodwill reclassified to assets held for sale | 0 | ||||
Foreign exchange and other | 0 | 47,000,000 | |||
Realignment of segment goodwill | (15,211,000,000) | ||||
Balance at the end of the period | 0 | 0 | |||
Emerging Markets | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 0 | 2,412,000,000 | 2,412,000,000 | ||
Acquisitions | 0 | ||||
Goodwill reclassified to assets held for sale | 0 | ||||
Foreign exchange and other | 0 | (12,000,000) | |||
Realignment of segment goodwill | (2,400,000,000) | ||||
Balance at the end of the period | 0 | 0 | |||
Bausch Lomb / International | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 5,763,000,000 | 0 | 0 | ||
Acquisitions | 0 | ||||
Divestitures | (5,000,000) | ||||
Goodwill reclassified to assets held for sale | (947,000,000) | ||||
Foreign exchange and other | 192,000,000 | (257,000,000) | |||
Realignment of segment goodwill | 6,708,000,000 | ||||
Balance at the end of the period | 5,939,000,000 | 5,763,000,000 | |||
Branded Rx | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 7,001,000,000 | 0 | 0 | ||
Acquisitions | 0 | ||||
Divestitures | 0 | ||||
Goodwill reclassified to assets held for sale | (431,000,000) | ||||
Foreign exchange and other | (1,000,000) | (5,000,000) | |||
Realignment of segment goodwill | 7,873,000,000 | ||||
Balance at the end of the period | 897,000,000 | 6,997,000,000 | 7,001,000,000 | ||
U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 3,030,000,000 | 0 | 0 | ||
Acquisitions | 0 | ||||
Goodwill reclassified to assets held for sale | 0 | ||||
Foreign exchange and other | 0 | 0 | |||
Realignment of segment goodwill | 3,030,000,000 | ||||
Balance at the end of the period | 2,956,000,000 | 3,030,000,000 | |||
Developed Markets and Emerging Markets Segments | |||||
Change in the carrying amount of goodwill | |||||
Foreign exchange and other | 35,000,000 | ||||
Bausch Lomb/International, Branded Rx, and U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 172,000,000 | ||||
Foreign exchange and other | (262,000,000) | ||||
Impairment | (211,000,000) | ||||
Balance at the end of the period | 172,000,000 | 172,000,000 | |||
Held-for-sale | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | (93,000,000) | ||||
Held-for-sale | Developed Markets | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | 0 | ||||
Held-for-sale | Emerging Markets | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | 0 | ||||
Held-for-sale | Bausch Lomb / International | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | (16,000,000) | ||||
Held-for-sale | Branded Rx | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | (3,000,000) | ||||
Held-for-sale | U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | (74,000,000) | ||||
Portfolio of Neurology Medical Device Products | |||||
Change in the carrying amount of goodwill | |||||
Divestitures | (36,000,000) | ||||
Portfolio of Neurology Medical Device Products | Developed Markets | |||||
Change in the carrying amount of goodwill | |||||
Divestitures | (36,000,000) | ||||
Portfolio of Neurology Medical Device Products | Emerging Markets | |||||
Change in the carrying amount of goodwill | |||||
Divestitures | 0 | ||||
Portfolio of Neurology Medical Device Products | Bausch Lomb / International | |||||
Change in the carrying amount of goodwill | |||||
Divestitures | 0 | ||||
Portfolio of Neurology Medical Device Products | Branded Rx | |||||
Change in the carrying amount of goodwill | |||||
Divestitures | 0 | ||||
Portfolio of Neurology Medical Device Products | U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Divestitures | 0 | ||||
Ruconest Divestiture | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | (37,000,000) | ||||
Ruconest Divestiture | Developed Markets | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | (37,000,000) | ||||
Ruconest Divestiture | Emerging Markets | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | 0 | ||||
Ruconest Divestiture | Bausch Lomb / International | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | 0 | ||||
Ruconest Divestiture | Branded Rx | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | 0 | ||||
Ruconest Divestiture | U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Goodwill reclassified to assets held for sale | 0 | ||||
Former U.S. Reporting Unit | |||||
Change in the carrying amount of goodwill | |||||
Impairment | (905,000,000) | ||||
Former U.S. Reporting Unit | Developed Markets | |||||
Change in the carrying amount of goodwill | |||||
Impairment | (905,000,000) | ||||
Former U.S. Reporting Unit | Emerging Markets | |||||
Change in the carrying amount of goodwill | |||||
Impairment | 0 | ||||
Former U.S. Reporting Unit | Bausch Lomb / International | |||||
Change in the carrying amount of goodwill | |||||
Impairment | 0 | ||||
Former U.S. Reporting Unit | Branded Rx | |||||
Change in the carrying amount of goodwill | |||||
Impairment | 0 | ||||
Former U.S. Reporting Unit | U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Impairment | 0 | ||||
Salix | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 5,128,000,000 | ||||
Impairment | 0 | (172,000,000) | |||
Balance at the end of the period | $ 5,128,000,000 | $ 5,128,000,000 | $ 5,128,000,000 | ||
Salix | Developed Markets | |||||
Change in the carrying amount of goodwill | |||||
Impairment | 0 | ||||
Salix | Emerging Markets | |||||
Change in the carrying amount of goodwill | |||||
Impairment | 0 | ||||
Salix | Bausch Lomb / International | |||||
Change in the carrying amount of goodwill | |||||
Impairment | 0 | ||||
Salix | Branded Rx | |||||
Change in the carrying amount of goodwill | |||||
Impairment | (172,000,000) | ||||
Salix | U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Impairment | 0 | ||||
As Initially Reported | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 15,794,000,000 | ||||
Balance at the end of the period | 15,794,000,000 | ||||
As Initially Reported | Developed Markets | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 0 | ||||
Balance at the end of the period | 0 | ||||
As Initially Reported | Emerging Markets | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 0 | ||||
Balance at the end of the period | 0 | ||||
As Initially Reported | Bausch Lomb / International | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 5,499,000,000 | ||||
Balance at the end of the period | 5,499,000,000 | ||||
As Initially Reported | Branded Rx | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 7,265,000,000 | ||||
Balance at the end of the period | 7,265,000,000 | ||||
As Initially Reported | U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 3,030,000,000 | ||||
Balance at the end of the period | 3,030,000,000 | ||||
Adjustments | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 0 | ||||
Balance at the end of the period | 0 | ||||
Adjustments | Developed Markets | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 0 | ||||
Balance at the end of the period | 0 | ||||
Adjustments | Emerging Markets | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 0 | ||||
Balance at the end of the period | 0 | ||||
Adjustments | Bausch Lomb / International | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | 264,000,000 | ||||
Balance at the end of the period | 264,000,000 | ||||
Adjustments | Branded Rx | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | (264,000,000) | ||||
Balance at the end of the period | (264,000,000) | ||||
Adjustments | U.S. Diversified Products | |||||
Change in the carrying amount of goodwill | |||||
Balance at the beginning of the period | $ 0 | ||||
Balance at the end of the period | $ 0 |
ACCRUED AND OTHER CURRENT LIA56
ACCRUED AND OTHER CURRENT LIABILITIES - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Product rebates | $ 979 | $ 897 |
Product returns | 788 | 708 |
Interest | 368 | 337 |
Income taxes payable | 163 | 213 |
Legal liabilities assumed in the Salix Acquisition | 56 | 281 |
Employee compensation and benefit costs | 228 | 198 |
Professional fees | 92 | 93 |
Litigation matters and related fees | 106 | 7 |
Royalties | 60 | 69 |
Acquisition-related contingent consideration | 52 | 52 |
Advertising and promotion | 55 | 50 |
Restructuring and integration costs | 33 | 38 |
Value added tax | 35 | 27 |
Deferred revenue | 28 | 26 |
Deferred consideration for business acquisitions | 18 | 18 |
Capital expenditures | 10 | 17 |
Accrued milestones | 12 | 12 |
Short-term borrowings | 0 | 6 |
Other | 176 | 178 |
Accrued and other current liabilities | $ 3,259 | $ 3,227 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Consolidated Long-term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Mar. 21, 2017 | Dec. 31, 2016 |
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 28,778 | $ 30,169 | |
Total long-term debt | 28,461 | 29,846 | |
Less current portion | 813 | 1 | |
Non-current portion of long-term debt | 27,648 | 29,845 | |
Series A-3 Tranche A Term Loan Facility | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 0 | 1,032 | |
Total long-term debt | 0 | 1,016 | |
Series A-4 Tranche Term Loan Facility | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 0 | 668 | |
Total long-term debt | 0 | 658 | |
Series D-2 Tranche B Term Loan Facility | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 0 | 1,068 | |
Total long-term debt | 0 | 1,048 | |
Series C-2 Tranche B Term Loan Facility | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 0 | 823 | |
Total long-term debt | 0 | 805 | |
Series E-1 Tranche B Term Loan Facility | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 0 | 2,456 | |
Total long-term debt | 0 | 2,429 | |
Series F Tranche B Term Loan Facility | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 6,610 | 3,892 | |
Stated interest rate on debt (as a percent) | 5.83% | ||
Total long-term debt | $ 6,472 | 3,815 | |
6.50% Senior Secured Notes due March in 2022 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 1,250 | 0 | |
Stated interest rate on debt (as a percent) | 6.50% | 6.50% | |
Total long-term debt | $ 1,234 | 0 | |
7.00% Senior Secured Notes due in March 2024 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 2,000 | 0 | |
Stated interest rate on debt (as a percent) | 7.00% | 7.00% | |
Total long-term debt | $ 1,974 | 0 | |
6.75% Senior Notes due in August 2018 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 500 | 1,600 | |
Stated interest rate on debt (as a percent) | 6.75% | ||
Total long-term debt | $ 498 | 1,593 | |
5.375% Senior Notes due March 2020 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 2,000 | 2,000 | |
Stated interest rate on debt (as a percent) | 5.375% | ||
Total long-term debt | $ 1,987 | 1,985 | |
7.00% Senior Notes due in October 2020 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 690 | 690 | |
Stated interest rate on debt (as a percent) | 7.00% | ||
Total long-term debt | $ 689 | 689 | |
6.375% Senior Notes due in October 2020 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 2,250 | 2,250 | |
Stated interest rate on debt (as a percent) | 6.375% | ||
Total long-term debt | $ 2,234 | 2,231 | |
7.50% Senior Notes due in July 2021 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 1,625 | 1,625 | |
Stated interest rate on debt (as a percent) | 7.50% | ||
Total long-term debt | $ 1,614 | 1,613 | |
6.75% Senior Notes due in August 2021 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 650 | 650 | |
Stated interest rate on debt (as a percent) | 6.75% | ||
Total long-term debt | $ 647 | 647 | |
5.625% Senior Notes due in December 2021 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 900 | 900 | |
Stated interest rate on debt (as a percent) | 5.625% | ||
Total long-term debt | $ 895 | 894 | |
7.25% Senior Notes due in July 2022 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 550 | 550 | |
Stated interest rate on debt (as a percent) | 7.25% | ||
Total long-term debt | $ 544 | 543 | |
5.50% Senior Notes due March 2023 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 1,000 | 1,000 | |
Stated interest rate on debt (as a percent) | 5.50% | ||
Total long-term debt | $ 993 | 992 | |
5.875% Senior Notes due May 2023 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 3,250 | 3,250 | |
Stated interest rate on debt (as a percent) | 5.875% | ||
Total long-term debt | $ 3,222 | 3,220 | |
4.50% Senior Notes due May 2023 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 1,714 | 1,578 | |
Stated interest rate on debt (as a percent) | 4.50% | ||
Total long-term debt | $ 1,699 | 1,563 | |
6.125% Senior Notes due April 2025 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 3,250 | 3,250 | |
Stated interest rate on debt (as a percent) | 6.125% | ||
Total long-term debt | $ 3,220 | 3,218 | |
Other | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 14 | 12 | |
Total long-term debt | $ 14 | 12 | |
Revolving Credit Facility | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 4.98% | ||
Revolving Credit Facility | Revolving Credit Facility Due April 2018 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 0 | 875 | |
Total long-term debt | 0 | 875 | |
Revolving Credit Facility | Revolving Credit Facility Due April 2020 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 525 | 0 | |
Total long-term debt | $ 525 | $ 0 |
FINANCING ARRANGEMENTS - Senior
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities (Details) - USD ($) | Jul. 03, 2017 | Mar. 28, 2017 | Mar. 21, 2017 | Mar. 03, 2017 | Aug. 23, 2016 | Apr. 11, 2016 | Apr. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 20, 2017 | Jan. 01, 2016 |
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | $ 7,839,000,000 | $ 1,273,000,000 | ||||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 64,000,000 | $ 0 | ||||||||||
Amended Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate increase (decrease) | 1.00% | |||||||||||||
Extraordinary, unusual or nonrecurring expenses permitted to be added back to EBITDA | $ 500,000,000 | |||||||||||||
Costs, fees and expenses permitted to be added back to earnings before EBITDA | 250,000,000 | |||||||||||||
August 2016 Credit Facility Amendment | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate increase (decrease) | 0.50% | |||||||||||||
Senior Secured Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | $ 1,086,000,000 | |||||||||||||
Senior Secured Credit Facilities | Federal Funds | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable rate (as a percentage) | 0.50% | |||||||||||||
Series F Tranche B Term Loan Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 3,060,000,000 | |||||||||||||
Repayments of long-term debt | $ 220,000,000 | |||||||||||||
Quarterly amortization rate (as a percent) | 1.25% | 0.25% | ||||||||||||
Annual amortization rate (as a percent) | 5.00% | 1.00% | ||||||||||||
Stated interest rate on debt (as a percent) | 5.83% | 5.83% | ||||||||||||
Loss on extinguishment of debt | $ 27,000,000 | |||||||||||||
Debt issuance costs | 39,000,000 | |||||||||||||
Debt modification costs | $ 3,000,000 | |||||||||||||
Series F Tranche B Term Loan Facility | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable rate (as a percentage) | 3.75% | |||||||||||||
Series F Tranche B Term Loan Facility | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable rate (as a percentage) | 4.75% | |||||||||||||
Variable rate floor (as a percentage) | 0.75% | |||||||||||||
Senior Unsecured Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | $ 1,132,000,000 | $ 1,100,000,000 | ||||||||||||
Stated interest rate on debt (as a percent) | 6.75% | |||||||||||||
Loss on extinguishment of debt | $ 36,000,000 | |||||||||||||
Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 1,190,000,000 | $ 1,500,000,000 | ||||||||||||
Repayments of long-term debt | $ 350,000,000 | |||||||||||||
Stated interest rate on debt (as a percent) | 4.98% | 4.98% | ||||||||||||
Repayments of Revolving Credit Facility | $ 350,000,000 | |||||||||||||
Loss on extinguishment of debt | $ 1,000,000 | |||||||||||||
Maturity date extension period | 91 days | |||||||||||||
Other indebtedness for borrowed money threshold | $ 750,000,000 | |||||||||||||
Amount to mature unless terminated | $ 310,000,000 | |||||||||||||
Commitment fee (as a percent) | 0.50% | |||||||||||||
Revolving Credit Facility | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable rate (as a percentage) | 2.75% | |||||||||||||
Revolving Credit Facility | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable rate (as a percentage) | 3.75% | |||||||||||||
March 31, 2017 To March 31, 2019 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest coverage ratio | 1.50 | |||||||||||||
Secured leverage ratio | 3 | |||||||||||||
April 1, 2019 And Thereafter | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest coverage ratio | 1.75 | |||||||||||||
Secured leverage ratio | 2.75 | |||||||||||||
Subsequent Event | Series F Tranche B Term Loan Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | $ 811,000,000 |
FINANCING ARRANGEMENTS - Seni59
FINANCING ARRANGEMENTS - Senior Secured Notes (Details) - USD ($) | Mar. 21, 2017 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 6,310,000,000 | |
Redemption price percentage to change in control (as a percent) | 101.00% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt (as a percent) | 4.98% | |
Repayments of Revolving Credit Facility | $ 350,000,000 | |
March 2022 Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 1,250,000,000 | |
Stated interest rate on debt (as a percent) | 6.50% | 6.50% |
Redemption price percentage (as a percent) | 100.00% | |
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | 40.00% | |
March 2024 Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 2,000,000,000 | |
Stated interest rate on debt (as a percent) | 7.00% | 7.00% |
Redemption price percentage (as a percent) | 100.00% | |
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | 40.00% | |
Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 1,100,000,000 | |
Stated interest rate on debt (as a percent) | 6.75% | |
Repurchased principle amount | $ 1,100,000,000 | |
Redemption price percentage to change in control (as a percent) | 101.00% |
FINANCING ARRANGEMENTS - Seni60
FINANCING ARRANGEMENTS - Senior Unsecured Notes (Details) - USD ($) $ in Millions | Aug. 15, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 21, 2017 |
Debt Instrument [Line Items] | |||||||
Redemption price percentage to change in control (as a percent) | 101.00% | ||||||
Repayments of long-term debt | $ 7,839 | $ 1,273 | |||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 64 | $ 0 | |||
Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage to change in control (as a percent) | 101.00% | ||||||
Repurchased principle amount | $ 1,100 | ||||||
Repayments of long-term debt | $ 1,132 | $ 1,100 | |||||
Loss on extinguishment of debt | $ 36 | ||||||
Senior Unsecured Notes | Forecast | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of long-term debt | $ 500 |
FINANCING ARRANGEMENTS - Aggreg
FINANCING ARRANGEMENTS - Aggregate Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
July through December 2017 | $ 811 | |
2,018 | 502 | |
2,019 | 0 | |
2,020 | 5,732 | |
2,021 | 3,521 | |
2,022 | 6,987 | |
Thereafter | 11,225 | |
Total gross maturities | 28,778 | $ 30,169 |
Unamortized discounts | (317) | |
Total long-term debt | $ 28,461 | $ 29,846 |
FINANCING ARRANGEMENTS - Maturi
FINANCING ARRANGEMENTS - Maturities and Weighted Average Stated Rate of Interest (Details) - USD ($) | Aug. 15, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 21, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||||
Weighted average effective interest rate (as a percent) | 6.06% | 5.75% | ||||
Repayments of long-term debt | $ 7,839,000,000 | $ 1,273,000,000 | ||||
Principal amount | 6,310,000,000 | |||||
Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | 3,250,000,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of long-term debt | 350,000,000 | |||||
Series A-3 And Series A-4 Tranche A Term Loan Facilities And Series D-2, Series C-2, And Series E-1 Tranche B Term Loan Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of long-term debt | 6,303,000,000 | |||||
March 2017 Term Loan Payment | ||||||
Debt Instrument [Line Items] | ||||||
Principal reduction | 86,000,000 | |||||
Senior Unsecured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of long-term debt | $ 1,132,000,000 | 1,100,000,000 | ||||
Principal amount | $ 1,100,000,000 | |||||
Senior Unsecured Notes | Subsequent Event | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of long-term debt | $ 500,000,000 | |||||
Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 3,060,000,000 |
PENSION AND POSTRETIREMENT EM63
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Pension Plan | U.S. Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 1 | $ 1 | $ 1 |
Interest cost | 2 | 2 | 4 | 4 |
Expected return on plan assets | (3) | (4) | (6) | (7) |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Amortization of net loss | 0 | 0 | 0 | 0 |
Net periodic (benefit) cost | (1) | (1) | (1) | (2) |
Pension Plan | Non-U.S. Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 1 | 0 | 1 | 1 |
Interest cost | 1 | 2 | 2 | 3 |
Expected return on plan assets | (1) | (1) | (2) | (3) |
Amortization of prior service credit | (1) | 0 | (1) | 0 |
Amortization of net loss | 1 | 0 | 1 | 0 |
Net periodic (benefit) cost | 1 | 1 | 1 | 1 |
Postretirement Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 0 | 0 | 1 | 1 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service credit | (1) | 0 | (2) | (1) |
Amortization of net loss | 0 | 0 | 0 | 0 |
Net periodic (benefit) cost | $ (1) | $ 0 | $ (1) | $ 0 |
PENSION AND POSTRETIREMENT EM64
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Postretirement Benefit Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined benefit plan contributions made | $ 2 |
Estimated Company contributions in current fiscal year | 6 |
U.S. Plan | Pension Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined benefit plan contributions made | 1 |
Estimated Company contributions in current fiscal year | 5 |
Non-U.S. Plan | Pension Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined benefit plan contributions made | 4 |
Estimated Company contributions in current fiscal year | $ 6 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | May 31, 2014 | |
Stock option activity | ||||||
Share-based compensation expense | $ 23 | $ 33 | $ 51 | $ 97 | ||
Restructuring and integration costs | 18 | 20 | 36 | 58 | ||
Remaining unrecognized compensation expense related to non-vested awards | 150 | $ 150 | ||||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 2 years 3 months 11 days | |||||
Chief Executive Officer | ||||||
Stock option activity | ||||||
Share-based compensation expense | $ 28 | |||||
Chief Executive Officer | Employee Severance | ||||||
Stock option activity | ||||||
Restructuring and integration costs | $ 9 | |||||
Chief Executive Officer | Special Termination Benefits | ||||||
Stock option activity | ||||||
Restructuring and integration costs | $ 2 | |||||
Stock options | ||||||
Stock option activity | ||||||
Granted (in shares) | 1,525,000 | 1,350,000 | ||||
Weighted average exercise price (in usd per share) | $ 14.27 | $ 23.96 | ||||
Weighted average grant date fair value of stock options (in usd per share) | $ 5.99 | $ 13.87 | ||||
Share-based compensation expense | $ 5 | $ 4 | $ 10 | $ 7 | ||
Time-based RSUs | ||||||
Stock option activity | ||||||
Granted (in shares) | 3,425,000 | 1,408,000 | ||||
Weighted average grant date fair value of stock options (in usd per share) | $ 11.68 | $ 31.51 | ||||
Performance-based RSUs | ||||||
Stock option activity | ||||||
Granted (in shares) | 416,000 | 1,375,000 | ||||
Weighted average grant date fair value of stock options (in usd per share) | $ 37.22 | |||||
TSR Performance-based RSUs | ||||||
Stock option activity | ||||||
Granted (in shares) | 208,000 | |||||
Weighted average grant date fair value of stock options (in usd per share) | $ 16.34 | |||||
ROTC Performance-based RSUs | ||||||
Stock option activity | ||||||
Granted (in shares) | 208,000 | |||||
Weighted average grant date fair value of stock options (in usd per share) | $ 15.76 | |||||
2014 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares approved for grant under the share based compensation plan (in shares) | 18,000,000 | |||||
Common shares available for issuance (in shares) | 20,000,000 | |||||
Number of shares available for future grant (in shares) | 6,711,000 | 6,711,000 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 23 | $ 33 | $ 51 | $ 97 |
Research and development expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 2 | 1 | 4 | 3 |
Selling, general and administrative expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 21 | 32 | 47 | 94 |
Stock options | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 5 | 4 | 10 | 7 |
RSUs | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 18 | $ 29 | $ 41 | $ 90 |
ACCUMULATED OTHER COMPREHENSI67
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Components of AOCI (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income | ||
Accumulated other comprehensive loss | $ 4,029 | $ 3,258 |
Foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income | ||
Accumulated other comprehensive loss | (1,930) | (2,074) |
Pension and postretirement benefit plan adjustments, net of tax | ||
Accumulated Other Comprehensive Income | ||
Accumulated other comprehensive loss | (35) | (34) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income | ||
Accumulated other comprehensive loss | $ (1,965) | $ (2,108) |
RESEARCH AND DEVELOPMENT - Summ
RESEARCH AND DEVELOPMENT - Summary of Research and Development (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Research and Development [Abstract] | ||||
Product related research and development | $ 86 | $ 115 | $ 172 | $ 210 |
Quality assurance | 8 | 9 | 18 | 17 |
Research and development | $ 94 | $ 124 | $ 190 | $ 227 |
OTHER INCOME, NET - Summary of
OTHER INCOME, NET - Summary of Other Income, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule Of Other Income And Expenses [Line Items] | ||||
Net loss (gain) on other sales of assets | $ 23 | $ (11) | $ 25 | $ (9) |
Deconsolidation of Philidor | 0 | 0 | 0 | 19 |
Litigation and other matters | 33 | (35) | 109 | (33) |
Other, net | (2) | 0 | (1) | 2 |
Other income, net | (19) | (46) | (259) | (21) |
Salix | Xifaxan®, Relistor® and Apriso® | ||||
Schedule Of Other Income And Expenses [Line Items] | ||||
Litigation and other matters | (39) | (39) | ||
Skincare Sale | ||||
Schedule Of Other Income And Expenses [Line Items] | ||||
Gain on sale of business | 0 | 0 | (319) | 0 |
Dendreon Sale | ||||
Schedule Of Other Income And Expenses [Line Items] | ||||
Gain on sale of business | $ (73) | $ 0 | $ (73) | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | Aug. 08, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 |
Schedule Of Income Taxes [Line Items] | |||||||
Income taxes benefits | $ 205 | $ 73 | $ 1,129 | $ 66 | |||
Income tax benefit on ordinary income | 155 | ||||||
Income tax benefit for discrete items | 974 | ||||||
Deferred tax asst on outside basis difference | 1,863 | ||||||
Income tax charge for internal restructuring transactions | 635 | ||||||
Income tax charge for divestitures | 234 | ||||||
Gain on reversal of deferred tax liability | $ 361 | ||||||
Deferred tax asset on investment | $ 1,543 | ||||||
Increase in deferred tax asset on investment | 320 | ||||||
Valuation allowance against deferred tax assets | 2,113 | 1,857 | 2,113 | ||||
Unrecognized tax benefits including interest and penalties | 499 | 423 | 499 | ||||
Unrecognized tax benefits related to interest and penalties | 42 | $ 39 | 42 | ||||
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | $ 262 | $ 262 | |||||
Foreign | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Income taxes benefits | $ 66 | ||||||
Foreign | Australian Tax Office | Subsequent Event | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Assessment including penalties and interest | $ 117 |
(LOSS) EARNINGS PER SHARE - Sch
(LOSS) EARNINGS PER SHARE - Schedule of (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | $ (38) | $ (302) | $ 590 | $ (676) |
Basic weighted-average number of common shares outstanding (in shares) | 350.1 | 345 | 350 | 344.9 |
Diluted effect of stock options, RSUs and other (in shares) | 0 | 0 | 0.9 | 0 |
Diluted weighted-average number of common shares outstanding (in shares) | 350.1 | 345 | 350.9 | 344.9 |
(Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc.: | ||||
Basic (in usd per share) | $ (0.11) | $ (0.88) | $ 1.69 | $ (1.96) |
Diluted (in usd per share) | $ (0.11) | $ (0.88) | $ 1.68 | $ (1.96) |
(LOSS) EARNINGS PER SHARE - Dil
(LOSS) EARNINGS PER SHARE - Dilutive Effect of Potential Common Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Increase in diluted weighted-average number of common shares outstanding | 300 | |||
Basic weighted-average number of common shares outstanding (in shares) | 350,100 | 345,000 | 350,000 | 344,900 |
Dilutive effect of stock options, RSUs and other (in shares) | 1,300 | 4,100 | 4,800 | |
Diluted weighted average number of shares outstanding (in shares) | 351,400 | 349,100 | 349,700 | |
Stock options | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Dilutive effect of stock options, RSUs and other (in shares) | 8,655 | 7,075 | 8,655 | 6,854 |
LEGAL PROCEEDINGS - Governmenta
LEGAL PROCEEDINGS - Governmental and Regulatory Inquiries (Details) - USD ($) $ in Millions | 1 Months Ended | |
Apr. 30, 2016 | Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued loss contingencies | $ 162 | |
Investigation by the State of Texas, State's Medicaid Program | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 20 |
LEGAL PROCEEDINGS - Securities
LEGAL PROCEEDINGS - Securities and Other Class Actions (Details) | Jun. 16, 2017group | Feb. 10, 2017USD ($)claim | Oct. 30, 2015case | Sep. 16, 2016action | Jun. 30, 2017action | Dec. 31, 2015caseaction |
New Jersey | Unfavorable Regulatory Action | ||||||
Loss Contingencies [Line Items] | ||||||
Number of suits filed | 3 | |||||
Canada | ||||||
Loss Contingencies [Line Items] | ||||||
Number of suits filed | case | 6 | |||||
Canada | Violation of Canadian Provincial Securities Legislation | ||||||
Loss Contingencies [Line Items] | ||||||
Number of suits filed | 5 | |||||
Number of suits filed but not yet served | 2 | |||||
Number of actions expected to proceed | 1 | |||||
Litigation Management Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Expiration term after Litigation Management Agreements ends | 30 days | |||||
Number of claims to be released upon Mutual Release | claim | 1 | |||||
Valeant US Securities Litigation | New Jersey | ||||||
Loss Contingencies [Line Items] | ||||||
Number of groups of investors filing action | group | 10 | |||||
Valeant US Securities Litigation | New Jersey | Unfavorable Regulatory Action | ||||||
Loss Contingencies [Line Items] | ||||||
Number of suits filed | case | 4 | |||||
Valeant Co Parties | Litigation Management Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Payment liability, percent | 60.00% | 50.00% | ||||
Pershing Square Parties | Litigation Management Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Payment liability, percent | 40.00% | 50.00% | ||||
Valeant and Pershing Square Capital Management | Litigation Management Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Legal fees and litigation expenses | $ | $ 10,000,000 |
LEGAL PROCEEDINGS - Antitrust (
LEGAL PROCEEDINGS - Antitrust (Details) | Apr. 14, 2017claim | Apr. 06, 2015action | Mar. 12, 2015class_action | Mar. 31, 2015manufacturer | Jul. 31, 2013manufacturer |
Loss Contingencies [Line Items] | |||||
Number of claims settled | claim | 2 | ||||
Salix | |||||
Loss Contingencies [Line Items] | |||||
Number of suits filed | 2 | 6 | |||
Solodyn Antitrust Class Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of manufacturers | 3 | ||||
Contact Lens Antitrust Class Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of manufacturers | 3 |
LEGAL PROCEEDINGS - Product Lia
LEGAL PROCEEDINGS - Product Liability (Details) - case | Jun. 30, 2017 | Dec. 30, 2016 |
Shower to Shower Product Liability Litigation | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits (over 80 involving Shower to Shower Products) | 80 | |
Shower to Shower Product Liability Litigation | Canada | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits (over 80 involving Shower to Shower Products) | 2 | |
Shower to Shower Product Liability Litigation | British Columbia | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits (over 80 involving Shower to Shower Products) | 1 | |
Shower to Shower Product Liability Litigation | Quebec | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits (over 80 involving Shower to Shower Products) | 1 | |
Johnson & Johnson Talcum Powder Litigation | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits (over 80 involving Shower to Shower Products) | 1 |
LEGAL PROCEEDINGS - General Civ
LEGAL PROCEEDINGS - General Civil Actions (Details) | Jun. 30, 2017USD ($) | Jul. 21, 2016USD ($)member | Nov. 30, 2014USD ($) | Nov. 02, 2016USD ($) |
Arbitration with Alfa Wasserman | ||||
Loss Contingencies [Line Items] | ||||
Development costs | $ 80,000,000 | |||
Damages sought | $ 285,000,000 | |||
Number of members on the arbitration tribunal | member | 3 | |||
Mimetogen Litigation | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 20,000,000 | |||
Settlement, amount paid | $ 20,000,000 | |||
Sprout Pharmaceuticals, Inc. | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Purchase obligation (no less than $200 million) | $ 200,000,000 |
LEGAL PROCEEDINGS - Salix Legal
LEGAL PROCEEDINGS - Salix Legal Proceedings (Details) $ in Millions | Apr. 06, 2015action | Nov. 07, 2014class_action | Mar. 12, 2015class_action | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Loss Contingencies [Line Items] | |||||||
Payments of accrued legal settlements | $ 213 | $ 51 | |||||
New York | |||||||
Loss Contingencies [Line Items] | |||||||
Number of suits filed | class_action | 2 | ||||||
Salix | |||||||
Loss Contingencies [Line Items] | |||||||
Number of suits filed | 2 | 6 | |||||
Number of putative class action cases filed | class_action | 3 | ||||||
Payments of accrued legal settlements | $ 210 | ||||||
Insurance settlements | $ 60 | ||||||
Salix | Other (Income) Expense | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement, amount paid | $ 90 |
LEGAL PROCEEDINGS - AntiGrippin
LEGAL PROCEEDINGS - AntiGrippin Litigation (Details) - Natur Produkt - AntiGrippin Trademark - AntiGrippin Litigation RUB in Millions, $ in Millions | Dec. 15, 2015claim | Sep. 28, 2015USD ($) | Apr. 09, 2015RUB | Dec. 04, 2013USD ($) | Dec. 04, 2013RUB | Sep. 30, 2015USD ($) |
Loss Contingencies [Line Items] | ||||||
Damages awarded to plaintiff | RUB | RUB 1,660 | RUB 1,660 | ||||
Number of suits filed | claim | 2 | |||||
Other (Income) Expense | ||||||
Loss Contingencies [Line Items] | ||||||
Recognized charge loss during period | $ | $ 25 | $ 50 | $ 25 |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Revenues and Profit (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Sep. 30, 2016segment | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($)segment | |
Segment reporting information | |||||
Number of operating segments | segment | 3 | 3 | |||
Number of reportable segments | segment | 3 | 2 | |||
Total revenues | $ 2,233 | $ 2,420 | $ 4,342 | $ 4,792 | |
Net (loss) income | (37) | (304) | 592 | (677) | |
Amortization of intangible assets | (623) | (673) | (1,258) | (1,351) | |
Asset impairments | (85) | (230) | (223) | (246) | |
Restructuring and integration costs | (18) | (20) | (36) | (58) | |
Acquired in-process research and development costs | (1) | (2) | (5) | (3) | |
Acquisition-related contingent consideration | 49 | (7) | 59 | (9) | |
Other income, net | 19 | 46 | 259 | 21 | |
Operating income | 175 | 81 | 386 | 147 | |
Interest income | 3 | 2 | 6 | 3 | |
Interest expense | (459) | (472) | (933) | (899) | |
Loss on extinguishment of debt | 0 | 0 | (64) | 0 | |
Foreign exchange and other | 39 | 12 | 68 | 6 | |
Loss before recovery of income taxes | (242) | (377) | (537) | (743) | |
Operating Segment | |||||
Segment reporting information | |||||
Total revenues | 2,233 | 2,420 | 4,342 | 4,792 | |
Net (loss) income | 973 | 1,103 | 1,896 | 2,133 | |
Operating Segment | Bausch Lomb / International | |||||
Segment reporting information | |||||
Total revenues | 1,241 | 1,277 | 2,391 | 2,423 | |
Net (loss) income | 377 | 382 | 710 | 691 | |
Operating Segment | Branded Rx | |||||
Segment reporting information | |||||
Total revenues | 636 | 653 | 1,240 | 1,318 | |
Net (loss) income | 341 | 337 | 667 | 594 | |
Operating Segment | U.S. Diversified Products | |||||
Segment reporting information | |||||
Total revenues | 356 | 490 | 711 | 1,051 | |
Net (loss) income | 255 | 384 | 519 | 848 | |
Corporate | |||||
Segment reporting information | |||||
Operating income | (139) | (136) | (306) | (340) | |
Segment Reconciling Items | |||||
Segment reporting information | |||||
Amortization of intangible assets | (623) | (673) | (1,258) | (1,351) | |
Asset impairments | (85) | (230) | (223) | (246) | |
Restructuring and integration costs | (18) | (20) | (36) | (58) | |
Acquired in-process research and development costs | (1) | (2) | (5) | (3) | |
Acquisition-related contingent consideration | 49 | (7) | 59 | (9) | |
Other income, net | $ 19 | $ 46 | $ 259 | $ 21 |
SEGMENT INFORMATION - Segment A
SEGMENT INFORMATION - Segment Assets (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 41,733 | $ 43,529 |
Operating Segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 40,765 | 43,164 |
Operating Segment | Bausch Lomb/International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 16,129 | 16,201 |
Operating Segment | Branded Rx | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 19,407 | 21,143 |
Operating Segment | U.S. Diversified Products | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 5,229 | 5,820 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 968 | $ 365 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) $ in Millions | Aug. 15, 2017 | Jul. 17, 2017 | Jul. 03, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 21, 2017 |
Subsequent Event [Line Items] | ||||||||
Repayments of long-term debt | $ 7,839 | $ 1,273 | ||||||
Series F Tranche B Term Loan Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayments of long-term debt | $ 220 | |||||||
Stated interest rate on debt (as a percent) | 5.83% | |||||||
Senior Unsecured Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayments of long-term debt | $ 1,132 | $ 1,100 | ||||||
Stated interest rate on debt (as a percent) | 6.75% | |||||||
Subsequent Event | Obagi | Held-for-sale | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from sale of business | $ 190 | |||||||
Subsequent Event | Series F Tranche B Term Loan Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayments of long-term debt | $ 811 | |||||||
Subsequent Event | Senior Unsecured Notes | Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayments of long-term debt | $ 500 |